Common use of Representations and Warranties of New Assignor Clause in Contracts

Representations and Warranties of New Assignor. New Assignor hereby represents and warrants to Collateral Agent and each Secured Party that: (a) New Assignor has the requisite corporate or other applicable power and authority to enter into this Agreement and to perform its obligations hereunder and under the Security Agreement and any other Facility Document to which it is a party. The execution, delivery and performance of this Agreement by New Assignor and the performance of its obligations under this Agreement, the Security Agreement, and any other Facility Document have been duly authorized by the board of directors or other governing or managing body of New Assignor and no other corporate or other applicable proceedings on the part of New Assignor are necessary to authorize the execution, delivery or performance of this Agreement, the transactions contemplated hereby or the performance of its obligations under this Agreement, the Security Agreement or any other Facility Document. This Agreement has been duly executed and delivered by New Assignor. This Agreement, the Security Agreement and each Facility Document constitutes the legal, valid and binding obligation of New Assignor enforceable against it in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity, whether such enforceability is considered in a proceeding at law or in equity. (b) Attached hereto as Exhibit A are supplemental schedules to the Security Agreement, which schedules set forth the information required by the Security Agreement with respect to New Assignor. (c) Each of the representations and warranties set forth in the Security Agreement are true and correct in all material respects on as and as of the date hereof as such representations and warranties apply to New Assignor (except to the extent that any such representations and warranties expressly relate to an earlier date) with the same force and effect as if made on the date hereof.

Representations and Warranties of New Assignor. The New Assignor hereby represents and warrants to Collateral Agent and each other Notes Secured Party that: (a) The New Assignor has the requisite corporate or other applicable [corporate] power and authority to enter into this Agreement and to perform its obligations hereunder and under the Security Agreement and any other Facility Document Notes Documents to which it is a party. The execution, delivery and performance of this Agreement by the New Assignor and the performance of its obligations under this Agreement, the Security Agreement, and any other Facility Document Notes Documents have been duly authorized by the [board of directors or other governing or managing body directors] of the New Assignor and no other corporate or other applicable proceedings on the part of the New Assignor are necessary to authorize the execution, delivery or performance of this Agreement, the transactions contemplated hereby or the performance of its obligations under this Agreement, the Security Agreement or any other Facility DocumentNotes Documents. This Agreement has been duly executed and delivered by the New Assignor. This Agreement, the Security Agreement and each Facility Notes Document constitutes the legal, valid and binding obligation of the New Assignor enforceable against it in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity, whether such enforceability is considered in a proceeding at law or in equity. *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Attached hereto as Exhibit A are supplemental schedules to the Security Agreement, which schedules set forth the information required by the Security Agreement with respect to the New Assignor. (c) Each of the representations and warranties set forth in the Security Agreement are true and correct in all material respects on as and as of the date hereof as such representations and warranties apply to the New Assignor (except to the extent that any such representations and warranties expressly relate to an earlier date) with the same force and effect as if made on the date hereof.