Common use of Auction Assignment and Assumption Clause in Contracts

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations and warranties by the Borrower: The conditions set forth in Section 2.24 of the Credit Agreement have each been satisfied on and as of the date hereof, except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would have been the time of purchase of Term Loans of any applicable Class pursuant to an Auction. The representations and warranties of the Borrower contained in Article III of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.04(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 5.01 of the Credit Agreement.

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations and warranties by the Borrower: The conditions set forth in Section 2.24 “No Default or Event of the Credit Agreement have each been satisfied on Default has occurred and as of the date hereofis continuing, except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise or would have been the time of purchase of Term Loans of any applicable Class pursuant to an Auctionresult from this Purchase Offer. The representations and warranties of the Borrower and each other Loan Party contained in Article III of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewithherewith, shall be are true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be were true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.04(a) 3.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and or (b) of Section 5.01 5.04 of the Credit Agreement. As of the date hereof, except as previously disclosed in writing to the Administrative Agent and the Lenders, the Borrower represents and warrants that no Loan Party, has any MNPI that both (a) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (b) could reasonably be expected to have a material effect upon, or otherwise be material to, such Lender’s decision to participate in the Purchase Offer.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations and warranties by the Borrower: The conditions set forth in Section 2.24 “No Default or Event of the Credit Agreement have each been satisfied on Default has occurred and as of the date hereofis continuing, except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the Borrower must terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise or would have been the time of purchase of Term Loans of any applicable Class pursuant to an Auctionresult from this Purchase Offer. The representations and warranties of the Borrower and each other Loan Party contained in Article III V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewithherewith, shall be are true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they shall be were true and correct in all material respects as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.04(a) 5.04 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and or (b) of Section 5.01 6.01 of the Credit Agreement. At the time of this Purchase Offer and the time of each assignment of Loans in connection therewith, (x) the Borrower has no knowledge, after reasonable inquiry, of the existence of any event or circumstance, individually or in the aggregate, that will or would be reasonably be expected to give rise to a mandatory prepayment of a material amount of the Loans pursuant to Section 2.03 of the Credit Agreement expected to be paid in the next 30 days and (y) there is no Material Information (as defined in the Credit Agreement) that has not been disclosed to the Lenders.”

Auction Assignment and Assumption. Each Auction Notice and Auction Assignment and Assumption shall contain the following representations representations, warranties and warranties covenants by the Borrower: applicable Borrower (provided that, with respect to any Auction Notice, the delivery of such Auction Notice shall constitute the making thereof): The conditions set forth in Section 2.24 of the Credit Agreement have each been satisfied on and as of the date hereofthereof, except to the extent that such conditions refer to conditions that must be satisfied as of a future date, in which case the applicable Borrower must shall terminate any Auction if it fails to satisfy one of more of the conditions which are required to be met at the time which otherwise would have been the time of purchase of Term Loans of any applicable Class pursuant to an Auction. The representations and warranties of the applicable Borrower contained in Article III of the Credit Agreement or any other Loan DocumentDocument to which it is a party, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in Section 3.04(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 5.01 of the Credit Agreement.