Common use of Assignor’s Representations and Warranties Clause in Contracts

Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee and Lessee that: 5.1 Assignor is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [_______] and has the ______ power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement. 5.2 This Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party or by which Assignor or its properties or assets are bound. 5.3 Assignor has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignor. 5.4 This Agreement has been duly executed and delivered by Assignor and constitutes a legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee and Lessee that: 5.1 Assignor is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [_______[ ] and has the ______ power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement. 5.2 This Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party or by which Assignor or its properties or assets are bound. 5.3 Assignor has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignor. 5.4 This Agreement has been duly executed and delivered by Assignor and constitutes a legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Assignor’s Representations and Warranties. As of the Agreement Date and again as of the Effective Date, Assignor represents and warrants to Assignee and Lessee thatas follows: 5.1 a. Assignor is a [corporation][limited liability company][national banking association] organized has full power and validly existing in good standing under the laws of [_______] and has the ______ power to own its assets and to carry on its business as presently conducted and authority to enter into into, deliver and perform this AgreementAgreement and the Transaction. 5.2 b. This Agreement has been duly authorized pursuant to all necessary corporate action on Agreement, constitutes the part legally binding obligation of Assignor and neither enforceable in accordance with its terms. c. Neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby this Agreement, nor compliance by Assignor with any the provisions of the terms and provisions hereof does or this Agreement, will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, or result in any a breach of, or constitute any a default under, any of the terms, conditions or result in the creation provisions of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments instrument to which Assignor is a party party, or by which Assignor of any law or its properties or assets are boundregulation applicable to Assignor. 5.3 d. There are no actions, suits, claims, proceedings, or investigations pending or threatened against Assignor that could interfere with its ability to perform under this Agreement. e. Assignor owns, and hereby transfers to Assignee, good and marketable title in and to the Partnership Interest, free and clear of any liens, claims and encumbrances of any type or nature whatsoever. Assignor has received every consentnot previously transferred or encumbered any of its right, approval title or authorization ofinterest in or to the Partnership Interest, or made any agreement to do so, and has given every notice tono knowledge that any other person or entity is claiming any interest in the Partnership Interest. f. No consent or approval of any third party is required for Assignor to execute, each Government Entity having jurisdiction with respect to the execution, delivery or performance of deliver and perform this Agreement by Assignoror the Transaction. 5.4 This g. THE SOLE REPRESENTATIONS AND WARRANTIES OF ASSIGNEE IN RESPECT OF THIS AGREEMENT AND THE TRANSACTION ARE THOSE EXPRESSLY SET FORTH IN SECTION 4. Other than the representations and warranties of Assignee expressly set forth in Section 4, Assignor has not relied upon any statement, representation or warranty of Assignee or its affiliates in connection with this Agreement has been duly executed OR the Transaction, and delivered by Assignor aSSIGNOR hereby waives all representations and constitutes a legal, valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except as such enforceability warranties that may be limited implied by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement law in respect of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)same.

Assignor’s Representations and Warranties. 4.1 To the best of the Assignor’s belief and knowledge, the Assignor hereby represents and warrants to the Assignee that, as on the date of this Agreement and Lessee that:with reference to the facts and circumstances then existing: - 5.1 (a) the Assignor is a [corporation][limited liability company][national banking association] organized and bank/financial institution duly authorized, validly existing and in good standing under Applicable Law and is duly qualified and licensed to do business in each jurisdiction in which the laws character of [_______] its properties or the nature of its activities requires such qualifications; (b) the Assignor has full corporate power and has the ______ power to own its assets and to carry on its business as presently conducted and authority to enter into and perform this Agreement. 5.2 This Agreement has , the Financing Documents and the other Transaction Documents and to take any action and execute any documents required by the terms hereof and thereof respectively and that this Agreement, the Financing Documents and the other Transaction Documents entered into/to be entered into, as the case may be, have been duly authorized pursuant to by all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does approvals, have been or will contravene any law applicable to Assignorbe, conflict with as the constitutional documents of Assignorcase may be, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party or by which Assignor or its properties or assets are bound. 5.3 Assignor has received every consent, approval or authorization of, duly and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignor. 5.4 This Agreement has been duly validly executed and delivered by Assignor the Assignor, and, assuming due authorized, execution and constitutes a delivery by the Assignee, is or will be the legal, valid and binding obligation of the Assignor, enforceable in accordance with the terms hereof and thereof respectively; and that the executants of this Agreement, the Financing Documents and the other Transaction Documents, on behalf of the Assignor, have been duly empowered and authorized to execute the same and to perform all its obligations in accordance with the terms herein and therein; (c) the Loans are Non-Performing Assets and have been duly and validly classified as such, in accordance with the guidelines issued by the Reserve Bank of India in this regard and all Applicable Law; (d) no Consent, approval, order, registration or qualification of, or with, any court or Statutory Authority having jurisdiction over the Assignor, the absence of which, would adversely affect the legal and valid execution, delivery and performance by the Assignor of this Agreement or the documents and instruments contemplated hereby or the taking by the Assignor of any actions contemplated herein, is required; (e) to the best of the knowledge of the Assignor, the Borrower is not entitled to claim a right of set off in respect of its Loans; (f) no right of set off has been exercised by the Borrower in respect of its Loans, except as disclosed by the Assignor, in Schedule 2 (A); (g) the ledger extracts setting out the details of the Loans, including the Amounts Due under the respective Financing Documents, which have been handed over to the Assignee by the Assignor and receipt of the same acknowledged by the Assignee, are true and correct in all respects and have been prepared in accordance with Applicable Law; (h) all information set forth herein, or in the Financing Documents and the other Transaction Documents, pertaining to the Borrower is, to the best of the knowledge and belief of the Assignor, and pertaining to the Assignor is, true and correct in all respects, and all names, addresses, amounts, dates, signatures and other statements and facts contained in the Financing Documents and pertaining to the Borrowers are, to the best of the knowledge and belief of the Assignor, and pertaining to the Assignor are, genuine, true and correct in all respects; (i) the Assignor has not rescheduled, amended, or granted any relief to the Borrower, regarding any of the payment terms of any of the Financing Documents, other than: (i) those that have been authorized by such Borrower subsequent to the grant of such relief; and (ii) those that have been disclosed in Schedule 2 (B); (j) each of the Loans has been provided by the Assignor in the ordinary course of its business and the Assignor confirms that cases classified as fraud do not form part of the Loans; (k) none of the rights, title and interest of the Assignor in the Financing Documents, the Loans and/or any underlying Security Interest, pledge or guarantee has been sold, assigned or pledged to any Person and the Assignor has, good and marketable title to each of the Financing Documents, the Loans, and the underlying Security Interests, pledges and / or guarantees, free and clear of any encumbrance and the Assignor is the sole legal and full beneficial owner thereof and has full and absolute right to irrevocably and unconditionally sell, transfer and assign the Financing Documents, the Loans and the underlying Security Interests, pledges and / or guarantees to the Assignee; (l) the Assignor, in respect of the securities mentioned in schedule 1, has not released any Security Interest, pledge or guarantee in respect of the Loans before the date of this Agreement, except as disclosed by the Assignor, in Schedule 2 I,(c) (m) to the best of the knowledge of the Assignor, no proceedings for winding up, bankruptcy or liquidation or restraint or attachment of any properties of the Borrower, or any action for the appointment of a receiver, liquidator, assignee (or similar official) for any part of its property, or any proceedings hampering the right of the Assignor to enforce the Financing Documents or the underlying Security Interests, pledges and / or guarantees, including any proceedings before the Board of Industrial and Financial Reconstruction/ Appellate Authority for Industrial and Financial Reconstruction, have been filed by any Person, other than as disclosed by the Assignor to the Assignee, in Schedule 2 (D). The Assignor further represents that where any winding up, bankruptcy or liquidation proceedings have been initiated against any Borrower of which the Assignor has knowledge, and if: (i) the Assignor has opted to enforce its Security Interest, pledge and / or guarantee in relation to any Loan outside the winding up, the Assignor has taken all necessary actions for the preservation of such Security Interest and / or the underlying assets and for the recovery of the Loan, including appointment of a receiver, issuing of all necessary notices; or (ii) the Assignor has opted to relinquish its Security Interest, pledge and / or guarantee in relation to any Loan and prove for the claims in the winding up / liquidation proceedings, it has filed the claim for the same and taken all other necessary actions for the purpose of proving its claim in relation to the Loans and recovering all monies in relation thereto; (n) the terms and conditions contained in the Financing Documents correctly reflect the entire agreement between parties thereto and there are no other oral or written agreements or representations in connection therewith and each Borrower has, to the best of the knowledge, information and belief of the Assignor, entered into its Financing Documents of its own free will; (o) to the best of the knowledge, information and belief of the Assignor, each of the Financing Document (including all documents creating any underlying Security Interests, pledges and / or guarantees) has been duly authorized, executed and delivered by the respective Borrower, complies with all Applicable Law and represents the legal, valid and binding irrevocable obligation of such Borrower, enforceable under all Applicable Laws against such Borrower in accordance with its terms, terms (except as such enforceability to the extent that enforcement of remedies may be limited by applicable bankruptcy, reorganizationinsolvency or similar laws) and the authorized of the Financing Documents on behalf of such Borrower, insolvencyhas been duly empowered and executant to execute such Financing Documents and all other documents and to perform all the obligations of such Borrower, moratorium in accordance with the terms set out herein; (p) no suits have been filed, or other similar laws affecting proceedings initiated by the enforcement Assignor against the Borrower before any court, tribunal, Statutory Authority or regulatory body other than those disclosed by the Assignor to the Assignee, in Schedule 2 (E); (q) no suits have been filed, or other proceedings initiated by the Borrower against the Assignor in respect of the rights Financing Documents before any court, tribunal, Statutory Authority or regulatory body other than those disclosed by the Assignor to the Assignee, in Schedule 2 (F); (r) there are no agreements, deeds and/or documents other than those set out in Schedule 1 that would affect the ability of creditors generally the Assignee to realize the Amounts Due in terms of the respective Financing Documents; (s) the Financing Documents, in original, and all other related deeds and documents (including but not limited to any title deeds deposited by general principles the Borrower in respect of equity the Loans disbursed under the relevant Financing Documents) have been furnished to the Assignee, and delivered, transferred to the Assignee or any agent of the Assignee or are being held to the order of the Assignee, as agreed by the Parties; and (regardless t) the Assignor has discharged all the costs including legal fees & expenses payable to advocates/ counsels appointed/ retained by the Assignor upto and including the Cut-off Date and on the date of whether this Assignment, if the Assignee so requests the Assignor will obtain and provide no objection of such enforceability advocates/ counsels to the Assignee in relinquishing such briefs. 4.2 If any of the above representations is considered found to be incorrect, a consequence of which materially and adversely affects the interest of the Assignee in the realizing Loan, such misrepresentation shall be rectified by the Assignor forthwith and in no event later than thirty (30) days from the date of receipt of notice by the Assignor from the Assignee, to the satisfaction of the Assignee, after a proceeding notice in equity or respect of the breach is given to the Assignor by the Assignee. 4.3 All costs, charges and expenses, subject to the maximum limit of Purchase Consideration, incurred in connection with any rectification in accordance with Section 4.2 above, shall be borne by the Assignor. 4.4 To the best of the knowledge and belief of the Assignor, the representations and warranties of the Assignor contained in this Agreement are true and correct as at law)the date hereof. The Assignor represents and confirms that the Assignor has disclosed all relevant information of which it has knowledge in relation to the loans acquired by the Assignee and the Assignee is given inspection of the accounts and all other documents, letters, papers and writings including the Financing Documents, Loan and Transaction Documents referred to herein to enable the Assignee to examine, conduct a proper Due Diligence Exercise. 4.5 The Assignor shall not be responsible for breach of representations and warranties contained herein arising out of a fact which is already brought to the notice of the Assignee.

Assignor’s Representations and Warranties. (a) The Assignor represents has full legal capacity and warrants to Assignee and Lessee that: 5.1 Assignor is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [_______] and has the ______ power to own its assets and to carry on its business as presently conducted and authority to enter into and perform this Agreement. 5.2 This ; the execution, delivery and performance of this Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor does not and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor will not breach, violate or conflict with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments to which the Assignor is a party or by which Assignor or its properties or assets are is bound. 5.3 Assignor has received every consent, approval or authorization of, ; and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignor. 5.4 This Agreement has been duly executed and delivered by Assignor and constitutes a the legal, valid and binding obligation of the Assignor, enforceable against Assignor in accordance with its terms. (b) The Assignor understands that the offering and sale of the Units is intended to be exempt from registration under the Securities Act of 1933, except as such enforceability may be limited amended (the "Securities Act"), by bankruptcyvirtue of Section 4(2) of the Securities Act, reorganizationas well as exempt from the Corporate Securities Law of 1968 of California by virtue of Section 25102(f) and in accordance therewith and in furtherance thereof, insolvencythe Assignor represents, moratorium warrants and agrees as follows: (1) The Assignor has a preexisting business relationship with the Company and is an executive level employee of the Company with intimate knowledge of and about the Company, and is fully aware of the risks entailed in an investment in the Company in the form of the Units. (2) THE ASSIGNOR UNDERSTANDS AND ACKNOWLEDGES THAT ITS INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK AND IS SUITABLE ONLY FOR INVESTORS OF SUBSTANTIAL MEANS WHO HAVE NO IMMEDIATE NEED FOR LIQUIDITY OF THE AMOUNT INVESTED, AND THAT SUCH INVESTMENT INVOLVES A RISK OF LOSS OF ALL OR A SUBSTANTIAL PART OF SUCH INVESTMENT. (3) The Assignor is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar laws affecting the enforcement media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the rights Company; (4) The Assignor has reached the age of creditors generally majority in the state in which the Assignor resides; (5) The address set forth below is the Assignor's true and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).correct domicile;

Assignor’s Representations and Warranties. 4.1 To the best of the Assignor’s belief and knowledge, the Assignor hereby represents and warrants to the Assignee that, as on the date of this Agreement and Lessee that:with reference to the facts and circumstances then existing: - 5.1 (a) the Assignor is a [corporation][limited liability company][national banking association] organized and bank/financial institution duly organised, validly existing and in good standing under Applicable Law and is duly qualified and licensed to do business in each jurisdiction in which the laws character of [_______] its properties or the nature of its activities requires such qualifications; (b) the Assignor has full corporate power and has the ______ power to own its assets and to carry on its business as presently conducted and authority to enter into and perform this Agreement. 5.2 This Agreement has , the Financing Documents and the other Transaction Documents and to take any action and execute any documents required by the terms hereof and thereof respectively and that this Agreement, the Financing Documents and the other Transaction Documents entered into/to be entered into, as the case may be, have been duly authorized pursuant to authorised by all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does approvals, have been or will contravene any law applicable to Assignorbe, conflict with as the constitutional documents of Assignorcase may be, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party or by which Assignor or its properties or assets are bound. 5.3 Assignor has received every consent, approval or authorization of, duly and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignor. 5.4 This Agreement has been duly validly executed and delivered by Assignor the Assignor, and, assuming due authorisation, execution and constitutes a delivery by the Assignee, is or will be the legal, valid and binding obligation of the Assignor, enforceable in accordance with the terms hereof and thereof respectively; and that the executants of this Agreement, the Financing Documents and the other Transaction Documents, on behalf of the Assignor, have been duly empowered and authorised to execute the same and to perform all its obligations in accordance with the terms herein and therein; (c) the Loans are Non-Performing Assets and have been duly and validly classified as such, in accordance with the guidelines issued by the Reserve Bank of India in this regard and all Applicable Law; (d) no Consent, approval, order, registration or qualification of, or with, any court or Statutory Authority having jurisdiction over the Assignor, the absence of which, would adversely affect the legal and valid execution, delivery and performance by the Assignor of this Agreement or the documents and instruments contemplated hereby or the taking by the Assignor of any actions contemplated herein, is required; (e) to the best of the knowledge of the Assignor, the Borrower is not entitled to claim a right of set off in respect of its Loans; (f) no right of set off has been exercised by the Borrower in respect of its Loans, except as disclosed by the Assignor, in Schedule 2 (A); (g) the ledger extracts setting out the details of the Loans, including the Amounts Due under the respective Financing Documents, which have been handed over to the Assignee by the Assignor and receipt of the same acknowledged by the Assignee, are true and correct in all respects and have been prepared in accordance with Applicable Law; (h) all information set forth herein, or in the Financing Documents and the other Transaction Documents, pertaining to the Borrower is, to the best of the knowledge and belief of the Assignor, and pertaining to the Assignor is, true and correct in all respects, and all names, addresses, amounts, dates, signatures and other statements and facts contained in the Financing Documents and pertaining to the Borrowers are, to the best of the knowledge and belief of the Assignor, and pertaining to the Assignor are, genuine, true and correct in all respects; (i) the Assignor has not rescheduled, amended, or granted any relief to the Borrower, regarding any of the payment terms of any of the Financing Documents, other than: (i) those that have been regularised by such Borrower subsequent to the grant of such relief; and (ii) those that have been disclosed in Schedule 2 (B); (j) each of the Loans has been provided by the Assignor in the ordinary course of its business and the Assignor confirms that cases classified as fraud do not form part of the Loans; (k) none of the rights, title and interest of the Assignor in the Financing Documents, the Loans and/or any underlying Security Interest, pledge or guarantee has been sold, assigned or pledged to any Person and the Assignor has, good and marketable title to each of the Financing Documents, the Loans, and the underlying Security Interests, pledges and / or guarantees, free and clear of any encumbrance and the Assignor is the sole legal and full beneficial owner thereof and has full and absolute right to irrevocably and unconditionally sell, transfer and assign the Financing Documents, the Loans and the underlying Security Interests, pledges and / or guarantees to the Assignee; (l) the Assignor, in respect of the securities mentioned in schedule 1, has not released any Security Interest, pledge or guarantee in respect of the Loans before the date of this Agreement, except as disclosed by the Assignor, in Schedule 2 (C),; (m) to the best of the knowledge of the Assignor, no proceedings for winding up, bankruptcy or liquidation or restraint or attachment of any properties of the Borrower, or any action for the appointment of a receiver, liquidator, assignee (or similar official) for any part of its property, or any proceedings hampering the right of the Assignor to enforce the Financing Documents or the underlying Security Interests, pledges and / or guarantees, including any proceedings before the Board of Industrial and Financial Reconstruction/ Appellate Authority for Industrial and Financial Reconstruction, have been filed by any Person, other than as disclosed by the Assignor to the Assignee, in Schedule 2 (D). The Assignor further represents that where any winding up, bankruptcy or liquidation proceedings have been initiated against any Borrower of which the Assignor has knowledge, and if: (i) the Assignor has opted to enforce its Security Interest, pledge and / or guarantee in relation to any Loan outside the winding up, the Assignor has taken all necessary actions for the preservation of such Security Interest and / or the underlying assets and for the recovery of the Loan, including appointment of a receiver, issuing of all necessary notices; or (ii) the Assignor has opted to relinquish its Security Interest, pledge and / or guarantee in relation to any Loan and prove for the claims in the winding up / liquidation proceedings, it has filed the claim for the same and taken all other necessary actions for the purpose of proving its claim in relation to the Loans and recovering all monies in relation thereto; (n) the terms and conditions contained in the Financing Documents correctly reflect the entire agreement between parties thereto and there are no other oral or written agreements or representations in connection therewith and each Borrower has, to the best of the knowledge, information and belief of the Assignor, entered into its Financing Documents of its own free will; (o) to the best of the knowledge, information and belief of the Assignor, each of the Financing Document (including all documents creating any underlying Security Interests, pledges and / or guarantees) has been duly authorised, executed and delivered by the respective Borrower, complies with all Applicable Law and represents the legal, valid and binding irrevocable obligation of such Borrower, enforceable under all Applicable Laws against such Borrower in accordance with its terms, terms (except as such enforceability to the extent that enforcement of remedies may be limited by applicable bankruptcy, reorganizationinsolvency or similar laws) and the executant of the Financing Documents on behalf of such Borrower, insolvencyhas been duly empowered and authorized to execute such Financing Documents and all other documents and to perform all the obligations of such Borrower, moratorium in accordance with the terms set out herein; (p) no suits have been filed, or other similar laws affecting proceedings initiated by the enforcement Assignor against the Borrower before any court, tribunal, Statutory Authority or regulatory body other than those disclosed by the Assignor to the Assignee, in Schedule 2 (E); (q) no suits have been filed, or other proceedings initiated by the Borrower against the Assignor in respect of the rights Financing Documents before any court, tribunal, Statutory Authority or regulatory body other than those disclosed by the Assignor to the Assignee, in Schedule 2 (F); (r) there are no agreements, deeds and/or documents other than those set out in Schedule 1 that would affect the ability of creditors generally the Assignee to realise the Amounts Due in terms of the respective Financing Documents; (s) the Financing Documents, in original, and all other related deeds and documents (including but not limited to any title deeds deposited by general principles the Borrower in respect of equity the Loans disbursed under the relevant Financing Documents) have been furnished to the Assignee, and delivered, transferred to the Assignee or any agent of the Assignee or are being held to the order of the Assignee, as agreed by the Parties; and (regardless t) the Assignor has discharged all the costs including legal fees & expenses payable to advocates/ counsels appointed/ retained by the Assignor upto and including the Cut-off Date and on the date of whether this Assignment, if the Assignee so requests the Assignor will obtain and provide no objection of such enforceability advocates/ counsels to the Assignee in relinquishing such briefs. 4.2 If any of the above representations is considered found to be incorrect, a consequence of which materially and adversely affects the interest of the Assignee in the realisation Loan, such misrepresentation shall be rectified by the Assignor forthwith and in no event later than thirty (30) days from the date of receipt of notice by the Assignor from the Assignee, to the satisfaction of the Assignee, after a proceeding notice in equity or respect of the breach is given to the Assignor by the Assignee. 4.3 All costs, charges and expenses, subject to the maximum limit of Purchase Consideration, incurred in connection with any rectification in accordance with Section 4.2 above, shall be borne by the Assignor. 4.4 To the best of the knowledge and belief of the Assignor, the representations and warranties of the Assignor contained in this Agreement are true and correct as at law)the date hereof. The Assignor represents and confirms that the Assignor has disclosed all relevant information of which it has knowledge in relation to the loans acquired by the Assignee and the Assignee is given inspection of the accounts and all other documents, letters, papers and writings including the Financing Documents, Loan and Transaction Documents referred to herein to enable the Assignee to examine, conduct a proper Due Diligence Exercise. 4.5 The Assignor shall not be responsible for breach of representations and warranties contained herein arising out of a fact which is already brought to the notice of the Assignee.

Assignor’s Representations and Warranties. Assignor hereby represents and warrants to Assignee Assignee, and Lessee agrees, that: 5.1 7.1 Assignor is a [corporation][limited liability company][national banking association] organized the sole legal and validly existing beneficial owner and holder of the Loan Documents. Except as may be evidenced by the Loan Documents, Assignor (i) has not assigned or otherwise transferred to any third party any rights with respect to the Loan or any rights to the indebtedness represented by the Loan Documents or any rights to the collateral securing the Loan; (ii) has not released any collateral securing the Loan or modified or terminated its security interest in good standing under such collateral; and (iii) has not modified the laws of [_______] Loan Documents in any material respect. 7.2 Assignor has all right, power, legal capacity and has the ______ power authority to own its assets execute and deliver this Agreement and to carry on its business as presently conducted perform hereunder and to enter into under each other agreement that Assignor may execute and perform this Agreementdeliver in connection herewith. 5.2 This 7.3 The execution, delivery and performance of this Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by this Agreement do not and will not (i) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Assignor with or any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents property of Assignor, or (ii) result in any a breach of, or constitute a default under any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party subject, or by which Assignor (iii) require any authorizations, consents, approvals, licenses, exemptions from or its properties filings or assets are boundregistrations with any state, commonwealth, federal, foreign, territorial, regulatory, or other governmental department, commission, board, bureau, agency or instrumentality. 5.3 Assignor has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignor. 5.4 7.4 This Agreement has been duly executed and delivered by Assignor and constitutes a the legal, valid and binding obligation of Assignor, Assignor enforceable against Assignor in accordance with its terms, except as such enforceability may be limited terms and is entered into voluntarily by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability Assignor. The transaction represented hereby is considered in a proceeding in equity or at law)an arms-length transaction for fair value.

Assignor’s Representations and Warranties. As a material inducement to Assignee to execute this Agreement and consummate the transactions contemplated hereby Assignor represents and warrants to Assignee and Lessee that: 5.1 Assignor is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [_______] and has the ______ power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement. 5.2 This Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignor with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party or by which Assignor or its properties or assets are bound. 5.3 Assignor has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the executionAcquired Interest and Company that: (a) Assignor is the owner and holder of 49% of the membership interests in Company. The Acquired Interest is free and clear of any encumbrances, delivery including, but not limited to, any and all security interests, pledges, liens, charges, charging orders, claims, purchase options or performance other encumbrances or restrictions of any kind, including, without limitation, any restriction on the use, transfer, receipt of income or other exercise of any attribute of ownership, and is otherwise subject only to restrictions on transfer imposed under applicable U.S. federal and state securities Laws and the operating agreement of the Company (the “Company Agreement”). Based on Assignor’s knowledge and belief, the Acquired Interest has been duly and validly issued. Except as contemplated by this Agreement or the Company Agreement, there exists no agreement, arrangement or obligation (actual or contingent) to issue, transfer, redeem, repay or repurchase the Acquired Interest or any portion thereof. (b) The Acquired Interest represents the entirety of the membership interest in the Company held by the Assignor. 5.4 This Agreement has been duly executed and delivered by Assignor and constitutes a legal(c) Other than as provided in the Company Agreement, valid and binding there are no options, warrants, stock appreciation rights, pre-emptive rights, subscriptions, contribution rights, convertible securities, or other rights or other agreements or commitments of any character whatsoever which are an obligation of AssignorAssignor to issue, enforceable against Assignor transfer or sell any securities exercisable for, or otherwise evidencing a right to acquire, any interests of any kind in accordance with its terms, Company (except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawAssignee under this Agreement). (d) Assignor is acquiring the Consideration for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act")) thereof. Assignor understands that the Consideration has not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee and Lessee thatas follows: 5.1 (i) Assignor is a [corporation][limited liability company][national banking association] organized has full power and validly existing in good standing under the laws of [_______] authority, and has the ______ power taken all action necessary, to own its assets execute and deliver this Agreement and to carry on fulfill its business as presently conducted obligations under, and to enter into and perform this Agreement. 5.2 This Agreement has been duly authorized pursuant to all necessary corporate action on the part of Assignor and neither the execution and delivery hereof nor the consummation of consummate the transactions contemplated hereby nor compliance by, this Agreement; (ii) the making and performance by Assignor with any of the terms and provisions hereof does or will contravene any law applicable to Assignor, conflict with the constitutional documents of Assignor, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignor under, any material credit agreement or instruments or other agreement or instruments to which Assignor is a party or by which Assignor or its properties or assets are bound. 5.3 Assignor has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement and all documents required to be executed and delivered by Assignor.it hereunder do not and will not violate any law or regulation of the jurisdiction of its organization or any other law or regulation applicable to it; 5.4 This (iii) this Agreement has been duly executed and delivered by Assignor it and constitutes a the legal, valid and binding obligation obligations of Assignor, enforceable against Assignor it in accordance with its terms; (iv) all approvals and authorizations of, except as such enforceability may be limited all filings with and all actions by bankruptcy, reorganization, insolvency, moratorium any governmental or other similar laws affecting administrative or judicial authority necessary for the enforcement validity or enforceability of Assignor's obligations under this Agreement have been obtained; (v) the amount of Assignor's Revolver Commitment and Term Loan Commitment and the aggregate outstanding principal amount of the rights Loans and LC Draw Obligations held by the Assignor are, on and as of creditors generally the date of this Agreement (immediately prior to giving effect to the sale, assignment and transfer contemplated by general principles Section 2), correctly set forth in Schedule A hereto; and (vi) immediately prior to giving effect to the sale, assignment and transfer contemplated by Section 2, the Assignor has good title to, and is the sole legal and beneficial owner of, the Purchased Percentage, free and clear of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)all liens, security interests, participations and other encumbrances.