Common use of Representations and Warranties of Assignee Clause in Contracts

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, (ii) it has experience and expertise in the making of, or investing in, commitments or loans such as the applicable Commitments or Loans, as the case may be, (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.06, the disposition of such Loans or any interests therein shall at all times remain within its exclusive control), and (iv) such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower).

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering succeeding to an Assignment Agreementinterest in the Commitments and/or Loans, as the case may be, represents and warrants as of the Closing Date or as of the applicable Assignment Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, ; (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or Loans, as the case may be, ; (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.0610.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control), and ; (iv) it will not provide any information obtained by it in its capacity as a Lender to any Credit Party or any of its Affiliates; and (v) neither such Lender does not own nor any of its Affiliates owns or control, or own or control any Person owning or controlling, controls any trade debt obligations or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower)Credit Party.

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering succeeding to an Assignment Agreementinterest in the applicable Commitments or Loans, as the case may be, represents and warrants as of the Closing Date or as of the applicable Assignment Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, ; (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or Loans, as the case may be, ; (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.0610.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control), and ; (iv) it will not provide any information obtained by it in its capacity as a Lender to any Credit Party or any of its Affiliates; and (v) neither such Lender does not own nor any of its Affiliates owns or control, or own or control any Person owning or controlling, controls any trade debt obligations or Indebtedness of any Loan Credit Party (other than the Obligations Obligations) or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower)Credit Party.

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment and Acceptance Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment and Acceptance Agreement) that (i) it is an Eligible Assignee, ; (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or Loans, as the case may be, ; (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.0614.03(d), the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control), ; and (iv) such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness Debt of any Loan Exela Party other than the Borrower Obligations or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower)Exela Party.

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Interim Facility Effective Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, ; (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or Loans, as the case may be, ; (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.0611.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control), ; and (iv) such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower)Party.

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, ; (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or Loans, as the case may be, ; (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.06, the disposition of such Loans or any interests therein shall at all times remain within its exclusive control), and laws; (iv) such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party Party; and (v) the representations and warranties set forth in Section 9.5 of this Agreement are true and correct with respect to such Lender as to this clause (iv), unless of the Closing Date or such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower)applicable Effective Date.

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, ; (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or LoansTerm Loan, as the case may be, ; (iii) it will make or invest in, as the case may be, its Commitments or Loans Term Loan for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans Term Loan within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.0610.6, the disposition of such Loans Term Loan or any interests therein shall at all times remain within its exclusive control), ; and (iv) such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower)Credit Party.

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable “Effective Date Date” (as defined in the applicable Assignment Agreement) that (i) it is an Eligible AssigneeAssignee and is not a Disqualified Institution, (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or Term Loans, as the case may be, (iii) it will make or invest in, as the case may be, its Commitments or Term Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Term Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.0610.6, the disposition of such Term Loans or any interests therein shall at all times remain within its exclusive control), ) and (iv) such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Party. The Administrative Agent and, so long as no Specified Event of Default had occurred may conclusively rely on an Eligible Assignee’s representations and was continuing, Borrower)warranties made in an Assignment Agreement without any independent investigation and the Administrative Agent shall be fully protected on such reliance.

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Restatement Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, ; (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or Loans, as the case may be, ; (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.0610.6, the disposition of such Revolving Commitments or Loans or any interests therein shall at all times remain within its exclusive control), ; and (iv) such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower)Credit Party.

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Restatement Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, ; (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or Loans, as the case may be, ; (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.0610.6, the disposition of such Loans or any interests therein shall at all times remain within its exclusive control), ; and (iv) such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower)Credit Party.

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, (ii) it has experience and expertise in the making of, or investing in, commitments or loans such as the applicable Commitments or Loans, as the case may be, (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section ‎Section 10.06, the disposition of such Loans or any interests therein shall at all times remain within its exclusive control), and (iv) such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Party (other than the Obligations Obligations) or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower)Agent.

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, ; (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or Loans, as the case may be, ; (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.0610.6, the disposition of such Revolving Commitments or Loans or any interests therein shall at all times remain within its exclusive control), ; and (iv) except as permitted under Section 9.5(c), such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower)Credit Party.

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, ; (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or Loans, as the case may be, ; (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.0610.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control), ; and (iv) such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower)Party.

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, ; (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or Loansthe Term Loan, as the case may be, ; (iii) it will make or invest in, as the case may be, its Commitments or Loans the Term Loan for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans the Term Loan within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.0610.6, the disposition of such Loans the Term Loan or any interests therein shall at all times remain within its exclusive control), ; and (iv) such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Party other than the Obligations (including, but not limited to, any ABL Indebtedness) or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower)Party.

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee, ; (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or Loans, as the case may be, ; (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.0610.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control), ; and (iv) such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Credit Party (other than the Preferred Stock, the Warrants or as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrowercontemplated thereby).

Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering deliveringof this Agreement, Amendment No. 1 or an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date, Amendment No. 1 Effective Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) ), as the case may be, that (i) it is an Eligible Assignee, ; (ii) it has experience and expertise in the making of, of or investing in, in commitments or loans such as the applicable Commitments or LoansTerm Loan, as the case may be, ; (iii) it will make or invest in, as the case may be, its Commitments or Loans Term Loan for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans Term Loan within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.0610.6, the disposition of such Loans Term Loan or any interests therein shall at all times remain within its exclusive control), ; and (iv) such Lender does not own or control, or own or control any Person owning or controlling, any trade debt or Indebtedness of any Loan Credit Party other than the Obligations or any Capital Stock of any Loan Party (as to this clause (iv), unless such assignment was approved by Administrative Agent and, so long as no Specified Event of Default had occurred and was continuing, Borrower)Credit Party.