Common use of Representations of Participant Clause in Contracts

Representations of Participant. Participant hereby represents and warrants to Assignee as follows: (i) Participant is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) Participant has the power and authority, and has taken all necessary and proper limited liability company action to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; (iii) this Agreement has been duly authorized, executed and delivered by Participant and, assuming the due authorization, execution and delivery of this Agreement by Assignee, constitutes the valid and binding obligation of Participant enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditor’s rights or equitable principles generally; (iv) Participant is the owner of the Participation Interest and has requisite power and authority to sell, assign, and transfer all its rights and interests in the Participation Interest and the Participation Agreement; (v) the execution, performance and delivery of this Agreement does not conflict with, or result in a breach of or default under, Participant’s certificate of formation or limited liability company agreement, any agreement or instrument to which Participant is a party, or any federal, state or local law, regulation, ruling or interpretation to which Participant is subject; (vi) the Participation Interest is conveyed to Assignee free and clear of all liens, claims, or encumbrances but subject to the Participation Agreement; and (vii) except as would not have material adverse effect on the Participation Interest taken as a whole, Participant does not believe, nor does it have any reason to believe, that any of the Loans underlying the Participation Interest are in non-accrued status as of the Effective Date.

Representations of Participant. Participant hereby represents and warrants to Assignee as follows: (i) Participant is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of DelawareCalifornia; (ii) Participant has the power and authority, and has taken all necessary and proper limited liability company corporate action to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; (iii) this Agreement has been duly authorized, executed and delivered by Participant and, assuming the due authorization, execution and delivery of this Agreement by Assignee, constitutes the valid and binding obligation of Participant enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditor’s rights or equitable principles generally; (iv) Participant is the owner of the Participation Interest and has requisite power and authority to sellcontribute, assign, and transfer all its rights and interests in the Participation Interest and the Participation Agreement; (v) the execution, performance and delivery of this Agreement does not conflict with, or result in a breach of or default under, Participant’s certificate articles of formation incorporation or limited liability company agreementby-laws, any agreement or instrument to which Participant is a party, or any federal, state or local law, regulation, ruling or interpretation to which Participant is subject; (vi) the Participation Interest is conveyed to Assignee free and clear of all liens, claims, or encumbrances but subject to the Participation Agreement; and; (vii) except as would not have material adverse effect on the Participation Interest taken as a whole, Participant does not believe, nor does it have any reason to believe, that any of the Loans underlying the Participation Interest are in non-accrued status default as of the Effective Date.

Representations of Participant. Participant hereby represents and warrants to Assignee the Company as follows: (i) Participant is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; (iia) Participant has the power and full legal power, authority, and has taken all necessary capacity to execute and proper limited liability company action to enter into and perform its obligations under deliver this Agreement and to consummate the transactions contemplated hereby; (iii) perform Participant's obligations under this Agreement; and this Agreement has been duly authorized, executed and delivered by Participant and, assuming the due authorization, execution and delivery of this Agreement by Assignee, constitutes the is a valid and binding obligation of Participant Participant, enforceable against it in accordance with its terms, except as limited by laws affecting that the enforcement of creditor’s this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or equitable principles generally;at law). (ivb) Participant is the owner aware of the Participation Interest public availability on the Internet at ▇▇▇.▇▇▇.▇▇▇ of the Company's periodic and has requisite power other filings made with the United States Securities and authority Exchange Commission. (c) Participant acknowledges and agrees that the Plan is discretionary in nature and may be amended, cancelled or terminated by the Company, in its sole discretion, at any time; provided, however, that no such amendment may be made by the Board or Committee, as the case may be, which in any material respect, impairs the rights of Participant without Participant’s consent, except for such amendments which are made to sell, assign, cause the Plan to qualify for the exemption provided by Rule 16b-3 or to be in compliance with the provisions of Section 162(m). The grant of RSUs represents a one-time benefit and transfer all its rights and interests does not create any contractual right or other right to receive RSUs or benefits in lieu of RSUs in the Participation Interest and the Participation Agreement;future. (vd) Participant acknowledges and agrees that Participant’s participation in the executionPlan is voluntary. The value of the RSUs is an extraordinary item of compensation outside the scope of Participant’s employment contract, performance and delivery if any. The RSUs are not part of this Agreement does not conflict withnormal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, service awards, pension, or result in a breach of retirement benefits or default under, Participant’s certificate of formation or limited liability company agreement, any agreement or instrument to which Participant is a party, or any federal, state or local law, regulation, ruling or interpretation to which Participant is subject; (vi) the Participation Interest is conveyed to Assignee free and clear of all liens, claims, or encumbrances but subject to the Participation Agreement; and (vii) except as would not have material adverse effect on the Participation Interest taken as a whole, Participant does not believe, nor does it have any reason to believe, that any of the Loans underlying the Participation Interest are in non-accrued status as of the Effective Datesimilar payments.

Representations of Participant. Participant hereby represents and warrants to Assignee as follows: (i) Participant is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) Participant has the power and authority, and has taken all necessary and proper limited liability company action to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; (iii) this Agreement has been duly authorized, executed and delivered by Participant and, assuming the due authorization, execution and delivery of this Agreement by Assignee, constitutes the valid and binding obligation of Participant enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditor’s rights or equitable principles generally; (iv) Participant is the owner of the Participation Interest and has requisite power and authority to sell, assign, and transfer all its rights and interests in the Participation Interest and the Participation Agreement; (v) the execution, performance and delivery of this Agreement does not conflict with, or result in a breach of or default under, Participant’s certificate of formation or limited liability company agreement, any agreement or instrument to which Participant is a party, or any federal, state or local law, regulation, ruling or interpretation to which Participant is subject; (vi) the Participation Interest is conveyed to Assignee free and clear of all liens, claims, or encumbrances but subject to the Participation Agreement; and (vii) except as would not have a material adverse effect on the Participation Interest taken as a whole, Participant does not believe, nor does it have any reason to believe, that any of the Loans underlying the Participation Interest are in non-accrued status as of the Effective Date.