Common use of Assignor[s] Clause in Contracts

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Bank; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan DocumentAgreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunderCredit Agreement, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Documentthe Credit Agreement, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Documentthe Credit Agreement.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan DocumentAgreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents Credit Agreement or any collateral thereunder, (iii) the financial condition of the Borrowersany Loan Party, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Documentthe Credit Agreement, or (iv) the performance or observance by the BorrowersGuarantor, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Documentthe Credit Agreement.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][EachThe] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the the] [the relevant] Assigned Interest, (ii) [the][suchthe] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunderDocuments, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, Document or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunderDocuments, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, Holdings, any of their respective Subsidiaries or Affiliates Affiliates, or any other Person obligated in respect of any Loan Credit Document, or (iv) the performance or observance by the BorrowersBorrower, Holdings, any of their respective Subsidiaries or Affiliates Affiliates, or any other Person of any of their respective obligations under any Loan Credit Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance Lien or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowerseither Borrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrowerseither Borrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, Document or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral Collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunderDocuments, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the the] [the relevant] Assigned Interest, (ii) [the][suchthe] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Bank; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it iv)it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, Document or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersCompany, any other Borrower, any of their respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersCompany, any other Borrower, any of their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrowers, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Term Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Acceptance and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their Subsidiaries or its Affiliates or any other Person obligated in respect of any Loan Document, Document or (iv) the performance or observance by the BorrowersBorrower, any of their Subsidiaries or its Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, Document or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan DocumentDocument[16], (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunderDocuments, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, Document (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby hereby, and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan DocumentCredit Documents, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunderCredit Documents, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Credit Document, or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Credit Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Bankhereby; and (b) except as provided for in clause (a) above, assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersWhirlpool, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersWhirlpool, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunderDocuments, (iii) the financial condition of the BorrowersCompany, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersCompany, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents Agreement or any other Loan Document or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of the Loan Agreement or any other Loan Document, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Loan Agreement or any other Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, Holdings, TINC, any of their respective Subsidiaries or Affiliates Affiliates, or any other Person obligated in respect of any Loan Credit Document, or (iv) the performance or observance by the BorrowersBorrower, Holdings, TINC, any of their respective Subsidiaries or Affiliates Affiliates, or any other Person of any of their respective obligations under any Loan Credit Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowersany Borrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, Document or (iv) the performance or observance by the Borrowersany Borrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunderCredit Documents, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, Credit Document or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Credit Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan DocumentDocument16, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunderDocuments, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and (iv) it is [not] not a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting BankLender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, Document or (iv) the performance or observance by the BorrowersBorrower, any of their its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.