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

Assignor’s Representations and Warranties. (a) The Assignor has full legal capacity and authority to enter into this Agreement; the execution, delivery and performance of this Agreement does not and will not breach, violate or conflict with any agreement to which the Assignor is a party or is bound; and this Agreement constitutes 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, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act, as 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, the Assignor represents, 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 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 Company; (4) The Assignor has reached the age of majority in the state in which the Assignor resides; (5) The address set forth below is the Assignor's true and correct domicile;

Assignor’s Representations and Warranties. 1.1.1 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 with reference to the facts and circumstances then existing: - (a) The the Assignor is a bank/financial institution duly organized, validly existing and in good standing under Applicable Law and is duly qualified and licensed to do business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications; (b) the Assignor has full legal capacity corporate power and authority to enter into this Agreement; , the executionFinancing 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 by all necessary internal approvals, have been or will be, as the case may be, duly and validly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery and performance of this Agreement does not and by the Assignee, is or will not breach, violate or conflict with any agreement to which the Assignor is a party or is bound; and this Agreement constitutes be the legal, valid and binding obligation of the Assignor,; and that the executants of this Agreement, enforceable against Assignor 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) to the best of the knowledge and information of the assignor, it has not restrained by any court order or by any authority from assigning its termsrights through this agreement and the security documents executed in its favour are valid and enforceable under law. (be) 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 1(B); (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 regularized by such Borrower subsequent to the grant of such relief; and ii. those that have been disclosed in Schedule 1(B); (j) each of the Loans has been provided by the Assignor in the ordinary course of its business; (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; (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 1 (B),; (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 1 (B). The Assignor understands further represents that where any winding up, bankruptcy or liquidation proceedings have been initiated against any Borrower of which the offering Assignor has knowledge, and sale of if: i. the Units is intended Assignor has opted to be exempt from registration under enforce its Security Interest, pledge and / or guarantee in relation to any Loan outside the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act, as 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 thereofwinding up, the Assignor representshas taken all necessary actions for the preservation of such Security Interest and / or the underlying assets and for the recovery of the Loan, warrants and agrees as follows:including appointment of a receiver, issuing of all necessary notices; or (1) The ii. the Assignor has a preexisting business relationship with opted to relinquish its Security Interest, pledge and / or guarantee in relation to any Loan and prove for 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 claims in the Company in winding up / liquidation proceedings, it has filed 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 claim for the Units as a result same and taken all other necessary actions for the purpose of or subsequent proving its claim in relation to any advertisement, article, notice or other communication published the Loans and recovering all monies in any newspaper, magazine or similar 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 Companyrelation thereto; (4n) The Assignor has reached the age of majority terms and conditions contained in the state Financing Documents correctly reflect the entire agreement between parties thereto and there are no other oral or written agreements or representations in which connection therewith and each Borrower has, to the Assignor residesbest of the knowledge, information and belief of the Assignor, entered into its Financing Documents of its own free will; (5o) The address no suits have been filed, or other proceedings initiated by the 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 1 (B); (p) no suits have been filed, or other proceedings initiated by the Borrower against the Assignor in respect of the Financing Documents before any court, tribunal, Statutory Authority or regulatory body other than those disclosed by the Assignor to the Assignee, in Schedule 1 (B); (q) there are no agreements, deeds and/or documents other than those set forth below is out in Schedule 1 that would affect the Assignor's true ability of the Assignee to realize the Amounts Due in terms of the respective Financing Documents; (r) the Financing Documents, in original, and correct domicile;all other related deeds and documents (including but not limited to any title deeds deposited by the Borrower in respect of 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 (s) 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 this Assignment, if the Assignee so requests the Assignor will obtain and provide no objection of such advocates/ counsels to the Assignee in relinquishing such briefs.

Assignor’s Representations and Warranties. The Assignor, for the benefit of the Assignee, the Borrower and the Agent on behalf of the Lenders, (ai) The Assignor has full legal capacity represents and authority warrants that (A) it is duly and legally authorized to enter into this Assignment and Assumption Agreement; , (B) the execution, delivery and performance of this Assignment and Assumption Agreement does do not and will not breach, violate or conflict with any provision of law or of the charter or by-laws or other constitutional documents of the Assignor, or of any agreement binding on the Assignor, (C) all acts, conditions and things required to which be done and performed and to have occurred prior to the Assignor is a party or is bound; execution, delivery and performance of this Agreement constitutes Assignment and Assumption Agreement, and to render the same the legal, valid and binding obligation of the Assignor, enforceable against Assignor it in accordance with its terms. , have been done and performed and have occurred in due and strict compliance with all Applicable Laws and (bD) immediately prior to the Effective Date, its Tranche A Allocation equaled $[____________] and its Tranche B Allocation equaled $[__________], and the aggregate outstanding principal balance of its Tranche A Loans equaled $[_________] and the aggregate outstanding principal balance of its Tranche B Loans equaled $[___________]; (ii) makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Warehouse Agreement, any of the other Loan Documents or any of the Lease Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Warehouse Agreement, the other Loan Documents, the Lease Documents or any other instrument or document furnished pursuant thereto or the attachment, perfection or priority of any security interest or mortgage, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder, free and clear of any claim or encumbrance; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any of the Servicers, the Borrower or any of their respective Affiliates or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by any of the Servicers, the Borrower or any of their respective Affiliates or any other Person primarily or secondarily liable in respect of any of the Obligations or any of their obligations under the Warehouse Agreement, any of the other Loan Documents or any of the Lease Documents or any other instrument or document delivered or executed pursuant thereto. The Assignor understands that attaches hereto the offering and sale of the Units is intended Notes delivered to be exempt from registration it under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act, as 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, the Assignor represents, 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 UnitsWarehouse Agreement. (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 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 Company; (4) The Assignor has reached the age of majority in the state in which the Assignor resides; (5) The address set forth below is the Assignor's true and correct domicile;

Assignor’s Representations and Warranties. (a) The Assignor has acknowledges that, in order for Assignee to pursue the recovery of the Assigned Claims and to obtain the full benefit of this Agreement, Assignee must receive full legal capacity right, title, standing, and authority to enter interest in the Assigned Claims which are the subject of this Agreement. Assignor hereby represents and warrants that, as of the date of this Agreement’s execution, Assignor possesses full legal right, title, standing, and interest in the Assigned Claims being assigned. Further, Assignor represents and warrants as follows, and acknowledges that Assignor’s representations and warranties are a material inducement for Assignee entering into this Agreement; : i. Neither the execution, delivery and delivery, nor performance of this Agreement does not and will not breach, violate or conflict with or violate Assignor’s governing corporate documents or conflicts with or violates any agreement other agreement, license, contract, instrument, or other commitment or arrangement to which the Assignor is a party or is bound; . ii. Assignor holds and this Agreement constitutes the legalpossesses all rights, valid authorizations, title, interest in, and binding obligation ownership of the AssignorAssigned Claims, enforceable against Assignor in accordance with its termsfree and clear of all liens and encumbrances. iii. Assignor has no knowledge of any nonpublic lawsuit, judicial, or administrative action, suit, investigation, or proceeding of any kind that is pending threatened, in any court or before any governmental or regulatory authority which would (a) prevent the carrying out of the Assignment of the Assigned Claims; (b) The declare this Agreement or the Assignment of the Assigned Claims to be unlawful; (c) cause the rescission of this Agreement; or (d) have a material adverse effect upon this Agreement or the Assignment of the Assigned Claims. iv. Assignor has either made payment on, or has assumed full risk, obligation, and responsibility for the payment of, the healthcare claims for and on behalf of the enrollee members that are the subject of the Assigned Claims, and has not received full or partial reimbursement for said payments from any source unless otherwise disclosed to Assignee or MSP Recovery by Assignor. v. Assignor has the legal right to assign Claims for services provided by its controlled affiliate network providers. vi. Assignor does not have any contract or agreement with any subrogation or cost recovery vendor and no subrogation claims are currently being pursued. vii. Assignor has advised any and all subrogation vendors that the recovery rights relating to the Assigned Claims belong to Assignee. viii. Assignor understands that the offering offer and sale hereunder for MSPR ▇▇▇▇▇▇ has not been registered under any U.S. federal or state securities laws. Assignor is a sophisticated institution capable of making an investment decision in the Units MSPR Shares and is intended legally eligible to be exempt from registration under the Securities Act of 1933do so, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act, as 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, the Assignor represents, 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 done all due diligence satisfactory to it in order to make an investment in the Company in the form of the Unitsdecision. (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 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 Company; (4) The Assignor has reached the age of majority in the state in which the Assignor resides; (5) The address set forth below is the Assignor's true and correct domicile;

Assignor’s Representations and Warranties. (a) The Assignor has full legal capacity (i) represents and authority warrants that (A) it is legally authorized to enter into this Agreement; , and (B) as of the date hereof (and without giving effect to assignments thereof which have not yet become effective), its Commitment, share of outstanding Loans, participating interest in the risk relating to any outstanding Letters of Credit and Commitment Percentage is as set forth on SCHEDULE 3(A)(I) hereto attached, (ii) makes no representations or warranties, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or any of the other Loan Documents or the execution, delivery and performance of this Agreement does not and will not breachlegality, violate validity, enforceability, genuineness, sufficiency or conflict with any agreement to which the Assignor is a party or is bound; and this Agreement constitutes the legal, valid and binding obligation value of the AssignorAgreement, enforceable against Assignor in accordance with its terms. (b) The Assignor understands that the offering and sale any of the Units other Loan Documents or any other instrument or document furnished pursuant thereto or the attachment, perfection or priority of any security interest or mortgage, other than that it is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) legal and beneficial owner of the Securities Act, as well as exempt from interest being assigned by it hereunder free and clear of any claim or encumbrance created by it; (iii) makes no representation or warranty and assumes no responsibility with respect to the Corporate Securities Law of 1968 of California by virtue of Section 25102(f) and in accordance therewith and in furtherance thereof, the Assignor represents, warrants and agrees as follows: (1) The Assignor has a preexisting business relationship with the Company and is an executive level employee financial condition of the Company with intimate knowledge of and about the CompanyParent, and is fully aware either 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 INVESTEDBorrowers, 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 media or broadcast over television or radio, or presented at any seminar or meetingGuarantor, or any solicitation of a subscription by a person other than a representative of the Company; Parent's other Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Parent, either of the Borrowers, any Guarantor, or any of the Parent's other Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations or any of its obligations under the Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (4iv) The Assignor has reached agrees to deliver to the age of majority in Borrowers, promptly after the state in which Effective Date, the Assignor resides; (5) The address set forth below is Note delivered to it under the Assignor's true and correct domicile;Agreement.

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 with reference to the facts and circumstances then existing: - (a) The the Assignor is a 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 character of its properties or the nature of its activities requires such qualifications; (b) the Assignor has full legal capacity corporate power and authority to enter into this Agreement; , the executionFinancing 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 by all necessary corporate approvals, have been or will be, as the case may be, duly and validly executed and delivered by the Assignor, and, assuming due authorized, execution and delivery and performance of this Agreement does not and by the Assignee, is or will not breach, violate or conflict with any agreement to which the Assignor is a party or is bound; and this Agreement constitutes 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 (bexcept to the extent that enforcement of remedies may be limited by applicable bankruptcy, insolvency or similar laws) The Assignor understands that and the offering and sale authorized of the Units is intended Financing Documents on behalf of such Borrower, has been duly empowered and executant to be exempt from registration under execute such Financing Documents and all other documents and to perform all the Securities Act obligations of 1933such Borrower, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act, as 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, the Assignor represents, 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 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 Companyterms set out herein; (4p) The Assignor has reached the age of majority in the state in which no suits have been filed, or other proceedings initiated by the Assignor residesagainst 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); (5q) The address no suits have been filed, or other proceedings initiated by the Borrower against the Assignor in respect of the 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 forth below out in Schedule 1 that would affect the ability of 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 the Borrower in respect of 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 (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 this Assignment, if the Assignee so requests the Assignor will obtain and provide no objection of such advocates/ counsels to the Assignee in relinquishing such briefs. 4.2 If any of the above representations is 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 notice in 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's . 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 domicile;as at 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.