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

Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee as follows: a. As of the date hereof, the Pro Rata Share of the Assignor is ___________% of the Commitment (without giving effect to assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share and the Assigned Pro Rata Share is free and clear of any adverse claim. b. As of the date hereof, the outstanding principal balance of Advances made by the Assignor under the Assignor's Note is $____________________, and Assignor's ratable participation in outstanding Letters of Credit is $_____________________. c. The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and d. This Agreement constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower or the performance by each Borrower of the Obligations, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, or sufficiency of the Loan Agreement or any Loan Document other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee warrants, as follows: a. As of the date hereof, the as follows: (a) The Pro Rata Share of the Assignor is ___________% of the Commitment (without giving effect to assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share and the Assigned Pro Rata Share is free and clear of any adverse claim. b. As of the date hereof, the (b) The outstanding principal balance of Advances made by the Assignor under the Assignor's Note Commitment is $____________________, and Assignor's ratable participation in outstanding Letters of Credit is $_____________________. c. (c) The Assignor has full power and authority, and has taken all action necessary, necessary to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and. d. (d) This Agreement constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower KBHC or the performance by each Borrower KBHC of its obligations under the ObligationsLoan Agreement, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or sufficiency value of the Loan Agreement or any Loan Document other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee warrants, as follows: a. As of the date hereof, the as follows: (a) The Pro Rata Share of the Assignor is ______% of the Line A Commitment and _____% of the Line B Commitment (without giving effect to assignments 116 thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share and the Assigned Pro Rata Share is free and clear of any adverse claim. b. As (b) The outstanding principal balance of Advances made by Assignor under the Line A Commitment is $__________, the Assignor's Pro Rata Share of all Letters of Credit issued under Section 2.5(a) of the date hereofLoan Agreement is $__________, the Assignor's Pro Rata Share of all Swing Line Outstandings under the Loan Agreement is $_________, the outstanding principal balance of Advances made by the Assignor under the Assignor's Line B Commitment is $_________ and, if the outstanding indebtedness under the Line B Notes has been converted to a term loan pursuant to Section 2.6(e) of the Loan Agreement, the outstanding principal balance owed to Assignor under its Line B Note is $____________________, and Assignor's ratable participation in outstanding Letters of Credit is $_____________________. c. (c) The Assignor has full power and authority, and has taken all action necessary, necessary to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and. d. (d) This Agreement constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower KBHC or the performance by each Borrower KBHC of its obligations under the ObligationsLoan Agreement, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or sufficiency value of the Loan Agreement or any Loan Document other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee as follows: a. As of the date hereof, the Pro Rata Share of the Assignor of the Revolving Facility is ___________% of the Commitment Revolving Facility (without giving effect to assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share and the Assigned Pro Rata Share is free and clear of any adverse claim. b. As of the date hereof, the outstanding principal balance of Advances made by the Assignor under the Assignor's Note is $____________________. Unless otherwise agreed among Assignor and Assignee, and amounts outstanding under Assignor's ratable participation in outstanding Letters of Credit is $_____________________Note, if any, shall not be assigned. c. The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and d. This Agreement constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower or the performance by each Borrower of the Obligations, and the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Credit Agreement or the execution, legality, validity, enforceability, genuineness, or sufficiency of the Loan Credit Agreement or any other Loan Document other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor ---------------------------------------------- represents and warrants to the Assignee as follows: a. As of the date hereof, the Pro Rata Share of the Assignor is ___________% of the Commitment Commitments (without giving effect to assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share and the Assigned Pro Rata Share is free and clear of any adverse claim. b. As of the date hereof, the outstanding principal balance of Advances made by the Assignor under the Assignor's Note Notes is $____________ under the Line A Note, and $_____________________ under the Line B Note. Unless otherwise agreed among Assignor and Assignee, and amounts outstanding under Assignor's ratable participation in outstanding Letters of Credit is $_____________________Notes, if any, shall not be assigned. c. The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and d. This Agreement constitutes the legal, valid and binding obligation of the Assignor. . e. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower or the performance by each Borrower of the Obligations, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, or sufficiency of the Loan Agreement or any Loan Document other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee as follows: a. As of the date hereof, the Pro Rata Share of the Assignor is ___________% of the Commitment (without giving effect to assignments thereof which have not yet become effective). a) The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share and the Share. The Assigned Pro Rata Share is free and clear of any adverse claim. b. As of the date hereof, the outstanding principal balance of Advances made by the Assignor under the Assignor's Note is $____________________, and Assignor's ratable participation in outstanding Letters of Credit is $_____________________. c. (b) The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement Assignment and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement Assignment and to fulfill its obligations under, and to consummate the transactions contemplated by, by this AgreementAssignment, and no governmental authorizations or other authorizations are required in connection therewith; andherewith. d. (c) This Agreement Assignment constitutes the legal, valid and binding obligation of the Assignor. . (d) The Assignor makes no representation or warranty other than those expressly set forth above and assumes no responsibility with respect to the financial condition of each the Borrower or its Subsidiaries or the performance by each Borrower or its Subsidiaries of its obligations under the ObligationsLoan Agreement and the other Loan Documents, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, or sufficiency of the Loan Agreement or any other Loan Document other than as expressly set forth abovereferred to therein.

Representations and Warranties of the Assignor. The Assignor ---------------------------------------------- represents and warrants to the Assignee as follows: a. As of the date hereof, the Pro Rata Share of the Assignor is ___________% of the Commitment (without giving effect to assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share and the Assigned Pro Rata Share is free and clear of any adverse claim. b. As of the date hereof, the outstanding principal balance of Advances made by the Assignor under the Assignor's Note is $____________________, and the amount of Assignor's ratable participation in outstanding Letters of Credit is $_____________________. c. The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and d. This Agreement constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower or the performance by each Borrower of the Obligations, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, or sufficiency of the Loan Agreement or any Loan Document other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor represents and warrants to the ---------------------------------------------- Assignee as follows: a. (a) As of the date hereof, the Pro Rata Share of the Assignor is ____________% of the Commitment (without giving effect to any assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Pro-Rata Share and the Assigned Pro Pro-Rata Share is free and clear of any adverse claim.; b. (b) As of the date hereof, the aggregate amount of the Commitments of the Banks and the outstanding principal balance of Advances Loans made by the Assignor under the Assignor's Note Banks is as follows: Commitments: $_______ Loans: $____________________ (c) If required under subsection 10.08(a) of the Credit Agreement, and Assignor's ratable participation in outstanding Letters the Assignor has obtained the consent of Credit is $_____________________.the Borrower to the assignment of the Assigned Pro-Rata Share to the Assignee; c. (d) The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and d. (e) This Agreement constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each the Borrower or the performance by each the Borrower of its obligations under the ObligationsCredit Agreement, and assumes no responsibility with respect to any statements, warranties or representations made in under or in connection with the Loan Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or sufficiency value of the Loan Credit Agreement or any Loan Document other documents under the Credit Agreement, other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee as follows: a. As of the date hereof, the Pro Rata Share of the Assignor is ___________% of the Commitment (without giving effect to assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share and the Assigned Pro Rata Share is free and clear of any adverse claim. b. As of the date hereof, the outstanding principal balance of Advances Loans made by the Assignor under the Assignor's Note Pro Rata Share of the Commitment is $____________________, and Assignor's ratable participation in outstanding Letters of Credit is $_____________________. c. The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and d. This Agreement constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower Borrowers, or any of them, or the performance by each Borrower Borrowers, or any of them, of the Obligations, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, or sufficiency of the Loan Agreement or any other Loan Document other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor represents and warrants warrants, to the Assignee Assignee, the Lenders and the Agent, as follows: a. As of the date hereof, the Pro Rata Share as follows: (a) The Commitment of the Assignor is ___________% of the Commitment total Commitments (without giving effect to assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share Commitment and the Assigned Pro Rata Share Commitment is free and clear of any adverse claim. b. As of the date hereof, the (b) The outstanding principal balance of Advances made by the Assignor under the Assignor's Note its Commitment is $____________________, and Assignor's ratable participation in outstanding Letters of Credit is $_____________________$ . c. (c) The Assignor has full power and authority, and has taken all action necessary, actions necessary to execute and deliver this Agreement and any and all other documents required or to permitted to be executed or delivered by it in connection with this Agreement Agreement, and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and. d. (d) This Agreement constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower or the performance by each Borrower of his obligations under the ObligationsCredit Agreement, and assumes no responsibility with respect to any statements, warranties or representations made in under or in connection with the Loan Agreement Credit Agreement, or the execution, legality, validity, enforceability, genuineness, genuineness or sufficiency of the Loan Credit Agreement or any Loan Document Document, other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee as follows: a. As of the date hereof, the Pro Rata Share of the Assignor is ______________________% of the Commitment (without giving effect to assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share and the Assigned Pro Rata Share is free and clear of any adverse claim. b. As of the date hereof, the outstanding principal balance of Advances made by the Assignor under the Assignor's Note [Note] [Certificate] is $____________________, and Assignor's ratable participation in outstanding Letters of Credit is $_____________________------------. c. The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and d. This Agreement constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower Lessee or the performance by each Borrower Lessee of the Obligations, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement Operative Documents or the execution, legality, validity, enforceability, genuineness, or sufficiency of the Loan Agreement Operative Documents or any Loan Document other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee warrants, as follows: a. As of the date hereof, the as follows: (a) The Pro Rata Share of the Assignor is ___________% of the Commitment (without giving effect to assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share and the Assigned Pro Rata Share is free and clear of any adverse claim. b. As of the date hereof, the (b) The outstanding principal balance of Advances made by the Assignor under the Assignor's Note Commitment is $____________________, and Assignor's ratable participation in outstanding Letters of Credit is $_____________________. c. (c) The Assignor has full power and authority, and has taken all action necessary, necessary to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and. d. (d) This Agreement constitutes the legal, valid and binding obligation of the Assignor. The (Exhibit A, Page 1 of 7) 104 Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower KBHC or the performance by each Borrower KBHC of its obligations under the ObligationsLoan Agreement, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, genuineness or sufficiency of the Loan Agreement or any Loan Document other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee as follows: a. As of the date hereof, the Pro Rata Share of the Assignor of the Facility is ___________% of the Commitment (without giving effect to assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share and the Assigned Pro Rata Share is free and clear of any adverse claim. b. As of the date hereof, the outstanding principal balance of Advances made by the Assignor under the Assignor's ’s Note is [$____________________, and Assignor's ratable participation in outstanding Letters of Credit is $_____________________]. c. The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and. d. This Agreement constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower or the performance by each Borrower of the Obligations, and the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Credit Agreement or the execution, legality, validity, enforceability, genuineness, or sufficiency of the Loan Credit Agreement or any other Loan Document other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee warrants, as follows: a. As of the date hereof, the as follows: (a) The Pro Rata Share of the Assignor is ___________% of the Commitment (without giving effect to assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share and the Assigned Pro Rata Share is free and clear of any adverse claim. b. As of the date hereof, the (b) The outstanding principal balance of Advances made by the Assignor under the Assignor's Note Commitment is $____________________, and Assignor's ratable participation in outstanding Letters of Credit is $_____________________. c. (c) The Assignor has full power and authority, and has taken all action necessary, necessary to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and. d. (d) This Agreement constitutes the legal, valid and binding obligation of the Assignor. The (Exhibit A, Page 1 of 7) 92 Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower KBHC or the performance by each Borrower KBHC of its obligations under the ObligationsLoan Agreement, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, genuineness or sufficiency of the Loan Agreement or any Loan Document other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee as follows: a. As of the date hereof, the Pro Rata Share of the Assignor is ___________% of the Commitment (without giving effect to assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share and the Assigned Pro Rata Share is free and clear of any adverse claim. b. As of the date hereof, the outstanding principal balance of Advances made by the Assignor under the Assignor's Note is $____________________, and Assignor's ratable participation in outstanding Letters of Credit is $_____________________. c. The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and d. This Agreement constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower or the performance by each Borrower of the Obligations, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, or sufficiency of the Loan Agreement or any Loan Document other than as expressly set forth above.

Representations and Warranties of the Assignor. The Assignor represents and warrants to the Assignee as follows: a. (a) As of the date hereof, the Pro Pro-Rata Share of the Assignor is ___________12.987013000% of the Commitment (without giving effect to assignments thereof which have not yet become effective). The Assignor is the legal and beneficial owner of the Assigned Pro Pro-Rata Share and the Assigned Pro Pro-Rata Share is free and clear of any adverse claim. b. (b) As of the date hereof, the outstanding principal balance of Advances made by the Assignor under the Assignor's Note is $____________________, and Assignor's ratable participation in outstanding Letters of Credit is $_____________________4,870,129.88. c. (c) The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement, and no governmental authorizations or other authorizations are required in connection therewith; and d. (d) This Agreement constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower or the performance by each Borrower of the Obligations, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, or sufficiency of the Loan Agreement or any Loan Document other than as expressly set forth above.