Common use of Representations and Warranties of Subordinated Creditor Clause in Contracts

Representations and Warranties of Subordinated Creditor. Each Subordinated Creditor hereby represents and warrants, severally and not jointly, to the Company, Agent and Senior Lenders that as of the date hereof: (a) such Subordinated Creditor is an individual or a partnership duly formed and validly existing under the laws of the State of Delaware, as applicable; (b) such Subordinated Creditor has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by such Subordinated Creditor will not violate or conflict with the organizational documents of such Subordinated Creditor, as applicable, any material agreement binding upon such Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (d) this Agreement is the legal, valid and binding obligation of such Subordinated Creditor, enforceable against such Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; (e) such Subordinated Creditor is the sole owner, beneficially and of record, of its Subordinated Debt Documents and its Subordinated Debt; (f) no Person other than the Company is obligated in respect of the Subordinated Debt or under any Subordinated Debt Documents; (g) its Subordinated Debt is not secured by any assets of the Company that do not constitute Collateral; (h) its Subordinated Debt is not secured by any assets of the Company that are not described in Schedule A attached hereto; (i) no defaults have occurred and are continuing under the Subordinated Debt or any of the Subordinated Debt Documents or would arise thereunder upon the execution, delivery and performance of the VPC Loan Documents; and (j) each of the Subordinated Debt Documents in existence as of the date hereof are identified in Schedule C attached hereto.

Representations and Warranties of Subordinated Creditor. Each The Subordinated Creditor hereby represents and warrants, severally and not jointly, warrants to the Company, Agent and Senior Lenders that as of the date hereof: (a) such Subordinated Creditor is an individual or a partnership limited liability company, duly formed and validly existing under the laws of the State of Delaware, as applicableMichigan; (b) such Subordinated Creditor has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by such Subordinated Creditor will not violate or conflict with the organizational documents of such the Subordinated Creditor, as applicable, any material agreement binding upon such the Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (d) this Agreement is the legal, valid and binding obligation of such the Subordinated Creditor, enforceable against such the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by equitable principles; (e) such the Subordinated Creditor is the sole owner, beneficially and of record, of its the Subordinated Debt Documents and its the Subordinated Debt to which it is a party and the related Subordinated Debt; (f) no Person other than the Company is obligated Subordinated Creditor has not relied and shall not rely on any representation or information of any nature made by or received from Agent or any Senior Lender relative to any Borrower or any of its Affiliates in respect deciding to execute this Agreement or to permit it to continue in effect; and (g) Agent has been furnished with a true, correct and complete copy of all instruments, agreements and securities evidencing or pertaining to the Subordinated Debt to which such Subordinated Creditor is a party or under any Subordinated Debt Documents; (g) its Subordinated Debt is not secured by any assets of the Company that do not constitute Collateral; (h) its Subordinated Debt is not secured by any assets of the Company that are not described in Schedule A attached hereto; (i) no defaults have occurred and are continuing under the Subordinated Debt or any of the Subordinated Debt Documents or would arise thereunder upon the execution, delivery and performance of the VPC Loan Documents; and (j) each of the Subordinated Debt Documents in existence as of the date hereof are identified in Schedule C attached heretowhich it has an interest.

Representations and Warranties of Subordinated Creditor. Each The Subordinated Creditor hereby represents and warrantswarrants to Agent, severally and not jointly, to the Company, Agent MediaBay and Senior Lenders that as of the date hereof: (a) such Subordinated Creditor is an individual or a partnership corporation, duly formed and validly existing under the laws of the State of Delaware, as applicableConnecticut; (b) such Subordinated Creditor has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by such Subordinated Creditor will not violate or conflict with the organizational documents of such the Subordinated Creditor, as applicable, any material agreement binding upon such the Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (d) this Agreement is the legal, valid and binding obligation of such the Subordinated Creditor, enforceable against such the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by equitable principles; (e) such the Subordinated Creditor is the sole owner, beneficially and of record, of its the Subordinated Debt Documents and its the Subordinated Debt to which it is a party and the related Subordinated Debt; (f) no Person other than the Company is obligated Subordinated Creditor has not relied and shall not rely on any representation or information of any nature made by or received from Agent or any Senior Lender relative to any Borrower (including, without limitation, MediaBay) or any of its Affiliates in respect deciding to execute this Agreement or to permit it to continue in effect; and (g) Agent has been furnished with a true, correct and complete copy of all instruments, agreements and securities evidencing or pertaining to the Subordinated Debt to which such Subordinated Creditor is a party or under any Subordinated Debt Documents; (g) its Subordinated Debt is not secured by any assets of the Company that do not constitute Collateral; (h) its Subordinated Debt is not secured by any assets of the Company that are not described in Schedule A attached hereto; (i) no defaults have occurred and are continuing under the Subordinated Debt or any of the Subordinated Debt Documents or would arise thereunder upon the execution, delivery and performance of the VPC Loan Documents; and (j) each of the Subordinated Debt Documents in existence as of the date hereof are identified in Schedule C attached heretowhich it has an interest.

Representations and Warranties of Subordinated Creditor. Each Subordinated Creditor hereby represents and warrantswarrants to Agent and Senior Lenders, as to itself, severally and not jointly, to the Company, Agent and Senior Lenders that as of the date hereof: (a) such Subordinated Creditor (other than any Subordinated Creditor who is an individual individual) is a partnership, limited liability company or a partnership corporation, as applicable, duly formed and validly existing under the laws of the State its jurisdiction of Delawareformation or incorporation, as applicable, as set forth on Schedule 1 attached hereto; (b) such Subordinated Creditor has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by such Subordinated Creditor will not violate or conflict with the organizational documents of such Subordinated Creditor, as applicable, any material agreement binding upon such Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (d) the execution of this Agreement by Subordinated Creditor will not require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect); (e) this Agreement is the legal, valid and binding obligation of such Subordinated Creditor, enforceable against such Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by equitable principles; (ef) such Subordinated Creditor is the sole owner, beneficially and of record, of its respective Subordinated Debt Documents and its the Subordinated Debt; and (fg) no Person other than as of the Company is obligated in respect date hereof, the aggregate outstanding amount of the Subordinated Debt or under any held by such Subordinated Debt Documents; (g) Creditor is in the respective amount listed on Schedule 2 hereto opposite its legal name. Each Subordinated Debt is not secured by any assets Creditor hereby represents, warrants and covenants to Agent and Lender Group that from and after the date hereof until all of the Company that do not constitute Collateral; (h) its Subordinated Senior Debt is not secured by any assets of the Company that are not described has been Paid in Schedule A attached hereto; (i) Full no defaults have occurred and are continuing under the Subordinated Debt or any portion of the Subordinated Debt Documents shall be secured by any lien or would arise thereunder upon the execution, delivery and performance security interest on any real or personal property of any of the VPC Loan Documents; and (j) each of the Subordinated Debt Documents in existence as of the date hereof are identified in Schedule C attached heretoParties. -12- 4.2.

Representations and Warranties of Subordinated Creditor. Each Subordinated Creditor hereby represents and warrants, severally and not jointly, warrants to the Company, Agent and Senior Lenders that as of the date hereof: (a) such Subordinated Creditor (i) with respect to Huntingdon only, is an individual or a partnership corporation, duly formed and validly existing under the laws of the State of DelawareFlorida; (ii) with respect to Herrick only, as applicableis a natural person, domiciled in the State of Florxxx; xxd (iii) with respect to Herrick Trust only, is a trust, duly formed and validly existing xxxxx xhe laws of the State of Michigan (b) such Subordinated Creditor has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) with respect to Huntingdon and the Herrick Trust only, the execution of this Agreement by such Subordinated Suborxxxxxxx Creditor will not violate or conflict with the organizational documents of such Subordinated Creditor, as applicable, any material agreement binding upon such Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (d) this Agreement is the legal, valid and binding obligation of such Subordinated Creditor, enforceable against such Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by equitable principles; (e) such Subordinated Creditor is the sole owner, beneficially and of record, of its the Subordinated Debt Documents and its Subordinated Debt; (f) no Person other than the Company is obligated in respect of the Subordinated Debt or under any to which it is a party and the related Subordinated Debt Documents; (g) its Subordinated Debt is not secured by any assets of the Company that do not constitute Collateral; (h) its Subordinated Debt is not secured by any assets of the Company that are not described in Schedule A attached hereto; (i) no defaults have occurred Debt, and are continuing under the Subordinated Debt or any Creditors, collectively, are the sole owners, beneficially and of record, of the Subordinated Debt Documents or would arise thereunder upon the execution, delivery and performance of the VPC Loan Documents; and (j) each of the Subordinated Debt Documents in existence as of the date hereof are identified hereof; (f) such Subordinated Creditor has not relied and shall not rely on any representation or information of any nature made by or received from Agent or any Senior Lender relative to any Borrower or any of its Affiliates in Schedule C attached heretodeciding to execute this Agreement or to permit it to continue in effect; and (g) Agent has been furnished with a true, correct and complete copy of all instruments, agreements and securities evidencing or pertaining to the Subordinated Debt to which such Subordinated Creditor is a party or in which it has an interest.

Representations and Warranties of Subordinated Creditor. Each Subordinated Creditor hereby represents and warrants, severally and not jointly, to the Company, Agent and Senior Lenders that as of the date hereof: (a) such Subordinated Creditor is an individual or a partnership duly formed and validly existing under the laws of the State of Delaware, as applicable; (b) such Subordinated Creditor has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by such Subordinated Creditor will not violate or conflict with the organizational documents of such Subordinated Creditor, as applicable, any material agreement binding upon such Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (d) this Agreement is the legal, valid and binding obligation of such Subordinated Creditor, enforceable against such Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; (e) such Subordinated Creditor is the sole owner, beneficially and of record, of its Subordinated Debt Documents and its Subordinated Debt; (f) no Person other than the Company is obligated in respect of the Subordinated Debt or under any Subordinated Debt Documents; (g) its Subordinated Debt is not secured by any assets of the Company that do not constitute Collateral; (h) its Subordinated Debt is not secured by any assets of the Company that are not described in Schedule A attached heretoto the Subordination Agreement; (i) no defaults have occurred and are continuing under the Subordinated Debt or any of the Subordinated Debt Documents or would arise thereunder upon the execution, delivery and performance of the VPC Loan DocumentsAmended and Restated Financing Agreement; and (j) each of the Subordinated Debt Documents in existence as of the date hereof are identified in Schedule C attached heretoto the Subordination Agreement (as amended in the manner provided by the documents attached hereto as Exhibit A).

Representations and Warranties of Subordinated Creditor. Each Subordinated Creditor hereby represents and warrantswarrants to Agent and Senior Lenders, as to itself, severally and not jointly, to the Company, Agent and Senior Lenders that as of the date hereof: (a) such Subordinated Creditor (other than any Subordinated Creditor who is an individual individual) is a partnership, limited liability company or a partnership corporation, as applicable, duly formed and validly existing under the laws of the State its jurisdiction of Delawareformation or incorporation, as applicable, as set forth on Schedule 1 attached hereto; (b) such Subordinated Creditor has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by such Subordinated Creditor will not violate or conflict with the organizational documents of such Subordinated Creditor, as applicable, any material agreement binding upon such Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (d) the execution of this Agreement by Subordinated Creditor will not require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect); (e) this Agreement is the legal, valid and binding obligation of such Subordinated Creditor, enforceable against such Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by equitable principles; (ef) such Subordinated Creditor is the sole owner, beneficially and of record, of its respective Subordinated Debt Documents and its the Subordinated Debt; and (fg) no Person other than as of the Company is obligated in respect date hereof, the aggregate outstanding amount of the Subordinated Debt or under any held by such Subordinated Debt Documents; (g) Creditor is in the respective amount listed on Schedule 2 hereto opposite its legal name. Each Subordinated Debt is not secured by any assets Creditor hereby represents, warrants and covenants to Agent and Lender Group that from and after the date hereof until all of the Company that do not constitute Collateral; (h) its Subordinated Senior Debt is not secured by any assets of the Company that are not described has been Paid in Schedule A attached hereto; (i) Full no defaults have occurred and are continuing under the Subordinated Debt or any portion of the Subordinated Debt Documents shall be secured by any lien or would arise thereunder upon the execution, delivery and performance security interest on any real or personal property of any of the VPC Loan Documents; and (j) each of the Subordinated Debt Documents in existence as of the date hereof are identified in Schedule C attached heretoParties.