Common use of Representations, Warranties and Covenants of Assignor Clause in Contracts

Representations, Warranties and Covenants of Assignor. Assignor: (a) represents and warrants to Assignee and Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims and (iii) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this Assignment; (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Loans and Commitments, the percentage of the Loans and Commitments represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral; and (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Credit Party or the performance or nonperformance by any Credit Party of any obligation under any Loan Document or any document provided in connection therewith.

Representations, Warranties and Covenants of Assignor. Assignor: Assignor (a) represents and warrants to Assignee and the Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, hereby and (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims and (iii) by executing, executing signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized Authorized signer for the Assignor and is authorized to execute, sign and deliver this Assignment; , (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Loans and Revolving Loan Commitments, the percentage of the Loans and Revolving Loan Commitments represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral; and , (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Credit Party or the performance or nonperformance by any Credit Party of any obligation under any Loan Document or any document provided in connection therewiththerewith and (d) attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Agent exchange such Notes for new Notes in accordance with Section 1.2 of the Credit Agreement.

Representations, Warranties and Covenants of Assignor. Assignor: (a) represents and warrants to Assignee and the Roll-Up Notes Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, hereby and (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims and claims, (iii) by executing, signing and delivering this Assignment assignment via Syndtrak®, Intralinks®, ClearPar® or any other electronic settlement system designated by the Roll-Up Notes Agent, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer signatory for the Assignor and is authorized to execute, sign and deliver this AssignmentAgreement and (iv) that is making a concurrent assignment, sale or transfer of a ratable interest in all of its rights and obligations in its Initial Notes and New Money DIP Notes and any unfunded commitments to the assignee; (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Loans and CommitmentsRoll-Up Notes, the percentage of the Loans and Commitments Roll- Up Notes represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document the Indenture or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document the Indenture or any document or information provided in connection therewith and the existence, nature or value of any Collateraltherewith; and (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Credit Party the Company or the Guarantors or the performance or nonperformance by any Credit Party the Company or the Guarantors of any obligation under any Loan Document the Indenture or any document provided in connection therewith.

Representations, Warranties and Covenants of Assignor. Assignor: (a) represents and warrants to Assignee and the Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, hereby and (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims and (iii) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by AgentAssignment, the Person signing, executing and delivering this Assignment on behalf of the Assignor is an authorized signer signatory for the Assignor and is authorized to execute, sign and deliver this Assignment; Assignement, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Loans and Commitments, the percentage of the Loans and Commitments represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral; and , and (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Credit Party the Borrower or the performance or nonperformance by any Credit Party Borrower of any obligation under any Loan Document or any document provided in connection therewithconnection.

Representations, Warranties and Covenants of Assignor. Assignor: (a) represents and warrants to Assignee and Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment Amendment and to consummate the transactions contemplated hereby, (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims and (iii) by executing, signing and delivering this Assignment Amendment via ClearPar® or any other electronic settlement system designated by Agent, the Person signing, executing and delivering this Assignment Amendment on behalf of the Assignor is an authorized signer for the Assignor and is authorized to execute, sign and deliver this AssignmentAmendment; (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Loans and Commitments, the percentage of the Loans and Commitments represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral; and (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Credit Party or the performance or nonperformance by any Credit Party of any obligation under any Loan Document or any document provided in connection therewith.

Representations, Warranties and Covenants of Assignor. Assignor: (a) represents and warrants to Assignee and the Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby, (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims claims, and (iii) by executing, signing and delivering this Assignment via ClearPar® or any other electronic settlement system designated by AgentAgreement, the Person signing, executing and delivering this Assignment Agreement on behalf of the Assignor is an a duly authorized signer signatory for the Assignor and is authorized to execute, sign and deliver this Assignment; Agreement, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Loans and Commitments, the percentage of the Loans and Commitments represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and therewith, the existence, nature or value of any Collateral; and , the projected financial performance of the Borrowers, and the existence of any Default or Event of Default under any Loan Document, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Credit Party or the performance or nonperformance by any Credit Party of any obligation under any Loan Document or any document provided in connection therewiththerewith and (d) attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Agent exchange such Notes for new Notes in accordance with Section 1.2 of the Credit Agreement.