Common use of Assignee’s Representations Clause in Contracts

Assignee’s Representations. Assignees jointly and severally --------------------------- represent, warrant and covenant to Assignor the following: (a) Except with respect to a breach of the representations and warranties specifically made by Assignor in Section 7 of this Agreement or an action for specific performance if Assignor improperly fails or refuses to consummate the Closing under this Agreement, that, to the extent Assignees have or may have any claims, rights or recourse against Assignor relating to the indebtedness of the Borrower, or this Agreement, Assignees fully release Assignor from and against any and all such liability, intend this Agreement to be a full and final accord and satisfaction of any such claims, rights, or recourse, known or unknown, and acknowledge that they are familiar with Section 1542 of the California Civil Code, and hereby waive and relinquish any right or benefit they have or may have under Section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. (b) That Assignees have conducted their own investigation and analysis of the Borrower and the Loan Documents and are not relying on any representations or warranties of Assignor, except for those representations and warranties specifically made by Assignor in Section 7 of this Agreement. (c) If Assignor must disgorge the payment of the Purchase Price, or any portion thereof, Assignor receives from Assignees, Assignees shall immediately reconvey, assign and transfer to Assignor all right, title and interest in the Loan Documents, or the respective portion thereof, and take all further necessary actions to ensure and protect the rights of Assignor. If Assignor must disgorge any amounts received from Borrower prior to the Closing, Assignees shall assign to Assignor such rights in the Loan Documents as Assignor reasonably requests to enforce the Loan Documents with respect to such disgorged amount.

Assignee’s Representations. Assignees jointly The Assignee hereby represents and severally --------------------------- representwarrants to the Assignor and its successors and assigns, warrant and covenant to Assignor the followingthat: (a) Except A. The Assignee has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has obtained all consents and approvals, and, to the best of its knowledge, made all registrations required in connection herewith. B. This Agreement and any documents to be executed and delivered in connection herewith have been duly authorized by the Assignee, are valid and enforceable against the Assignee in accordance with their terms and are not in contravention of any law, rule, regulation or agreement by which the Assignee is bound. C. The Assignee has made such examination, review and investigation of facts and circumstances necessary to evaluate the Assigned Interest as it has deemed necessary or appropriate. D. The Assignee has made its credit determination and analysis based upon such information as the Assignee deems sufficient to enter into this Agreement and not based on any statements or representations by the Assignor except as expressly set forth herein. E. The sale of the Assigned Interest hereunder is made without recourse, representation or warranty of any kind, except as expressly set forth in this Agreement. F. The Assignee is a sophisticated investor with respect to a breach the Assigned Interest, has adequate information concerning the business and financial condition of the representations Borrower to make an informed decision regarding the Assigned Interest, and warranties specifically has independently, without reliance upon the Assignor and based on such information as it deemed appropriate, made by Assignor in Section 7 of this Agreement or an action for specific performance if Assignor improperly fails or refuses its own analysis and decision to consummate the Closing under enter into this Agreement, that, to the extent Assignees have or may have any claims, rights or recourse against Assignee acknowledges that the Assignor relating to has advised the indebtedness of the Borrower, or this Agreement, Assignees fully release Assignor from and against any and all such liability, intend this Agreement to be a full and final accord and satisfaction of any such claims, rights, or recourse, known or unknown, and acknowledge Assignee that they are familiar with Section 1542 of the California Civil Code, and hereby waive and relinquish any right or benefit they have or may have Borrower is in default under Section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. (b) That Assignees have conducted their own investigation and analysis of the Borrower and the Loan Documents and the Loans are not relying on any representations or warranties of Assignor, except for those representations due and warranties specifically made by Assignor in Section 7 of this Agreementowing. (c) If Assignor must disgorge the payment of the Purchase Price, or any portion thereof, Assignor receives from Assignees, Assignees shall immediately reconvey, assign and transfer to Assignor all right, title and interest in the Loan Documents, or the respective portion thereof, and take all further necessary actions to ensure and protect the rights of Assignor. If Assignor must disgorge any amounts received from Borrower prior to the Closing, Assignees shall assign to Assignor such rights in the Loan Documents as Assignor reasonably requests to enforce the Loan Documents with respect to such disgorged amount.

Assignee’s Representations. Assignees jointly The Assignee hereby represents and severally --------------------------- represent, warrant and covenant warrants to the Assignor as of the followingEffective Time that: (a) Assignee has full power and authority to enter into and perform this Agreement, and such transaction and this Agreement and the documents to be executed and delivered in connection herewith (i) have been duly authorized by Assignee, (ii) are legal, valid and binding and enforceable against Assignee in accordance with their terms and (iii) are not in contravention of any law, order or Agreement by which Assignee is bound; (b) Except for those consents, notices, filings, approvals or authorizations already obtained or received, no consents, notices, filings, approvals or authorizations are required to be made to or with any person, entity or governmental body by Assignee for the consummation of the transactions contemplated by this Agreement; (c) No proceedings are pending or to Assignee's actual knowledge, without independent investigation, threatened against Assignee before any court, arbitrator or administrative or governmental body which, in the aggregate, would have a material adverse effect on any action taken or to be taken by Assignee under this Agreement; (d) There are no fees, commissions or compensation payable by Assignor to any party engaged or retained by, through or on behalf of Assignee in connection with the transactions contemplated hereby; (e) Assignee agrees and acknowledges that (A) it is a sophisticated buyer with respect to a breach the Transferred Rights, has adequate information concerning the business and financial condition of the Debtor to make an informed decision regarding the EXHIBIT NO. 4 ------------- purchase of the Transferred Rights, and has independently, without reliance upon Assignor (except that Assignee has relied upon the representations and warranties specifically made herein by Assignee) and based on such information as it deemed appropriate, made its own analysis and decision to enter into this Agreement; (B) it has made its credit determination and analysis based upon such information as it deemed sufficient to enter into this Agreement and not based on any statements or representations by Assignor except for the representations expressly set forth herein; (C) it is purchasing the Transferred Rights not with a view to or for resale in Section 7 connection with, any distribution or public offering of this Agreement all or an action for specific performance if Assignor improperly fails any part thereof or refuses of any interest therein in a manner which would violate applicable securities law; (D) it is able to consummate bear the Closing under economic risk associated with the purchase of the Transferred Rights; (E) it has such knowledge and experience and has made investments of a similar nature so as to be aware of the risks and uncertainties inherent in purchases of the type contemplated herein; (F) except as provided in this Agreement, thatit will not rely upon Assignor to furnish or make available any documents or other information regarding the credit, affairs, financial condition or business of, or any other matter concerning the Debtor or any of its affiliates; (G) it is not an agent for Assignor; (H) it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended; and (I) Assignor has not given any investment advice, credit information or rendered any opinion as to whether the purchase of the Transferred Rights is prudent; (J) it is not affiliated, directly or indirectly, with the Debtor or any of its subsidiaries, affiliates or employees; and (K) it is not a party to any understanding or agreement (other than this Agreement) with respect to the extent Assignees have holding, voting, acquisition or may have any claims, rights or recourse against Assignor relating to the indebtedness disposition of the Borrower, or this Agreement, Assignees fully release Assignor from and against any and all such liability, intend this Agreement to be a full and final accord and satisfaction of any such claims, rights, or recourse, known or unknown, and acknowledge that they are familiar with Section 1542 of the California Civil Code, and hereby waive and relinquish any right or benefit they have or may have under Section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. (b) That Assignees have conducted their own investigation and analysis of the Borrower and the Loan Documents and are not relying on any representations or warranties of Assignor, except for those representations and warranties specifically made by Assignor in Section 7 of this Agreement. (c) If Assignor must disgorge the payment of the Purchase Price, Transferred Rights or any portion thereof; (f) Assignee is not purchasing the Transferred Rights or any interest therein for or on behalf of one or more employee benefit plans, Assignor receives from Assignees, Assignees shall immediately reconvey, assign and transfer to Assignor all right, title and interest or with funds which directly or indirectly constitute "plan assets" as defined in the Loan DocumentsEmployee Retirement Income Security Act of 1974, or as amended; (g) Assignee acknowledges that it has been provided an opportunity to obtain copies of such other documents and information as it has deemed appropriate in making its own evaluation of the respective portion thereof, Transferred Rights and take Assignee is assuming all further necessary actions to ensure and protect the rights of Assignor. If Assignor must disgorge any amounts received from Borrower prior to the Closing, Assignees shall assign to Assignor such rights in the Loan Documents as Assignor reasonably requests to enforce the Loan Documents risk with respect to the completeness, accuracy or sufficiency of such disgorged amountdocuments and information. Assignee has received a copy of the Joint Plan of Reorganization of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corporation and certain subsidiaries under Chapter 11 of the Bankruptcy Code (the "Plan") and the related Second Amended Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code with respect to Joint Plan of Reorganization of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corporation, the EXHIBIT NO. 4 ------------- Debtor and certain subsidiaries under Chapter 11 of the Bankruptcy Code. (h) Assignee acknowledges that Assignor may possess material non- public information not known to Assignee regarding or relating to the Debtor or the Transferred Rights (the "Assignee Excluded Information") and Assignee acknowledges that it has not requested such information and agrees that Assignor shall have no liability whatsoever (and Assignee hereby waives and releases all claims which it would otherwise have) with resect to the ono-disclosure of the Assignee Excluded Information, either before or after the date hereof; (i) None of the Assignor Excluded Information (as defined in paragraph 5(m) above) contradicts or is inconsistent with any representation or warranty made by Assignee in this Agreement; and (j) Assignee acknowledges that on June 25, 1996, the Debtor filed a petition for relief under Chapter 11 of the Bankruptcy code in the United States Bankruptcy court for the District of Delaware and that on August 26, 1996, the Bankruptcy Court confirmed the Plan.