Common use of The Assignor Clause in Contracts

The Assignor. (i) represents and warrants that as of the date hereof the aggregate outstanding principal amount of its share of the Loans owing to it (without giving effect to assignments thereof which have not yet become effective) is $ ; (ii) represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim; (iii) represents and warrants that it has not received any notice of Default or Event of Default from the Borrower; (iv) represents and warrants that is has full power and authority to execute and deliver, and perform under, this Transfer Supplement, and all necessary corporate and/or partnership action has been taken to authorize, and all approvals and consents have been obtained for, the execution, delivery and performance thereof; (v) represents and warrants that this Transfer Supplement constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (vi) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations (or the truthfulness or accuracy thereof) made in or in connection with the Credit Agreement, or the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, or the other Loan Documents or any other instrument or document furnished pursuant thereto; and (vii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or the other Loan Documents or any other instrument or document furnished pursuant thereto. Except as specifically set forth in this Paragraph 2, this assignment shall be without recourse to Assignor.

The Assignor. (i) represents and warrants that as of the date hereof the aggregate outstanding principal amount of its share of the Loans owing to it (without giving effect to assignments thereof which have not yet become effective) is $ $___; (ii) represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim; (iii) represents and warrants that it has not received any notice of Default or Event of Default from the Borrower; (iv) represents and warrants that is has full power and authority to execute and deliver, and perform under, this Transfer Supplement, and all necessary corporate and/or partnership action has been taken to authorize, and all approvals and consents have been obtained for, the executionexecu- tion, delivery and performance thereof; (v) represents and warrants that this Transfer Supplement constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (vi) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations (or the truthfulness or accuracy thereof) made in or in connection with the Credit Agreement, or the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, or the other Loan Documents or any other instrument or document furnished pursuant thereto; and (vii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or the other Loan Documents or any other instrument or document furnished pursuant thereto. Except as specifically set forth in this Paragraph 2, this assignment shall be without recourse to Assignor.

The Assignor. (i) represents and warrants that as of the date hereof hereof, its Revolving Commitment is $_____________, the aggregate outstanding principal amount balance of its share Revolving Loans is $_____________ and its participations in Letter of the Loans owing to it Credit Liabilities is $________ (without giving effect to all as unreduced by any assignments thereof which have not yet become effective) is $ ); (ii) represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim; (iii) represents and warrants that it has not received any notice of Default or Event of Default from the Borrower; (iv) represents and warrants that is has full power and authority to execute and deliver, and perform under, this Transfer Supplement, and all necessary corporate and/or partnership action has been taken to authorize, and all approvals and consents have been obtained for, the execution, delivery and performance thereof; (v) represents and warrants that this Transfer Supplement constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (vi) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations (or the truthfulness or accuracy thereof) made in or in connection with the Credit Agreement, Agreement or the any other Loan Documents Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, or the other Loan Documents Agreement or any other instrument or document furnished pursuant theretoLoan Document, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; and (viiiii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Obligated Party or the performance or observance by the Borrower or any Obligated Party of any of its their obligations under the Credit Agreement or the other Loan Documents or any other instrument or document furnished Loan Document; and (iv) attaches the Revolving Note held by Assignor and requests that the Agent exchange such Revolving Note for new Revolving Notes payable to the order of (A) Assignee in amounts equal to the ASSIGNMENT AND ACCEPTANCE - Page 1 92 Revolving Commitments assumed by the Assignee pursuant thereto. Except hereto and the outstanding principal amount of the Revolving Loans assigned to Assignee pursuant hereto, as specifically set forth applicable, and (B) the Assignor in this Paragraph 2amounts equal to the Revolving Commitments and Revolving Loans retained by the Assignor under the Credit Agreement, this assignment shall be without recourse to Assignoras specified above.

The Assignor. (i) represents and warrants that as of the date hereof the aggregate outstanding principal amount of that its share of the Loans owing to it Commitment (without giving effect to assignments thereof which have not yet become effective) is $ ____%; (ii) represents and warrants that it is the legal and beneficial owner of the interests being assigned by interest it hereunder and that such interests are free and clear of any adverse claimis assigning hereunder; (iii) represents and warrants that it has not received any notice of Default or Event of Default from the Borrower; (iv) represents and warrants that is has full power and authority to execute and deliver, and perform under, this Transfer Supplement, and all necessary corporate and/or partnership action has been taken to authorize, and all approvals and consents have been obtained for, the execution, delivery and performance thereof; (v) represents and warrants that this Transfer Supplement constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (vi) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations (or the truthfulness or accuracy thereof) made in by or in connection with the Credit Financing Agreement, or the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Financing Agreement, or the any other Loan Documents Document, or any other instrument or document furnished pursuant thereto; and (viiiv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of their obligations under the Financing Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (v) attaches the Notes referred to in paragraph 1 above, and requests that the Agent exchange each such Note for new Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Note in the principal amount of $___________, payable to the order of the Assignee and a Note in the principal amount of $__________ payable to the order of the Assignor. _____________________ * Specify percentage to no more than 4 decimal points. (a) The Assignee represents and warrants that it has become a party hereto solely in reliance upon its own independent investigation of the financial and other circumstances surrounding the Borrower, the Collateral and the Loans and all aspects of the transactions evidenced by or referred to in the Loan Documents, or has otherwise satisfied itself thereto, and that it is not relying upon any representation, warranty or statement (except any such representation, warranty or statement expressly set forth in this Agreement) of the Assignor in connection with the assignment made under this Agreement. The Assignee further acknowledges that the Assignee will, independently and without reliance upon the Agent, the Assignor or any other Lender and based upon the Assignee's review of such documents and information as the Assignee deems appropriate at the time, make and continue to make its own credit decisions in entering into this Agreement and taking or not taking action under the Loan Documents. The Assignor shall have no duty or responsibility either initially or on a continuing basis to make any such investigation or any such appraisal on behalf of the Assignee or to provide the Assignee with any credit or other information with respect thereto, whether coming into its possession before the making of the initial extension of credit under the Financing Agreement or at any time or times thereafter. (b) The Assignee represents and warrants to the Assignor that it has experience and expertise in the making of loans such as the Loans or with respect to the other types of credit which may be extended under the Financing Agreement; that it has acquired its Assigned Interest for its own account and not with any intention of selling all or any portion of such interest; and that it has received, reviewed and approved copies of all Loan Documents. (c) The Assignor shall not be responsible to the Assignee for the execution, effectiveness, accuracy, completeness, legal effect, genuineness, validity, enforceability, collectibility or sufficiency of any of the Loan Documents or for any representations, warranties, recitals or statements made therein or in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents made or furnished or made available by the Assignor to the Assignee or by or on behalf of the Borrower to the Assignor or the Assignee in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower or any other Person liable for the payment of any Loans or payment of amounts owed in connection with other extensions of credit under the Financing Agreement or the value of the Collateral or any other matter. The Assignor shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or other extensions of credit under the Financing Agreement or as to the existence or possible existence of any Event of Default or Default. (d) Each party to this Agreement represents and warrants to the other party to this Agreement that it has full power and authority to enter into this Agreement and to perform its obligations under this Agreement in accordance with the provisions of this Agreement, that this Agreement has been duly authorized, executed and delivered by such party and that this Agreement constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium or other similar laws affecting creditors' rights generally and by general equitable principles. (e) Each party to this Agreement represents and warrants that the making and performance by it of this Agreement do not and will not violate any law or regulation of the jurisdiction of its incorporation or any other law or regulation applicable to it. (f) Each party to this Agreement represents and warrants that all consents, licenses, approvals, authorizations, exemptions, registrations, filings, opinions and declarations from or with any agency, department, administrative authority, statutory corporation or judicial entity necessary for the validity or enforceability of its obligations under this Agreement have been obtained, and no governmental authorizations other than any already obtained are required in connection with its execution, delivery and performance of this Agreement. (g) The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned and that such interest is free and clear of any Lien. (h) The Assignor makes no representation or warranty and assumes no responsibility with respect to the operations, condition (financial or otherwise), business or assets of the Borrower or any of its Subsidiaries or the performance or observance by the Borrower of any of its obligations under the Credit Financing Agreement or the other Loan Documents or any other instrument or document furnished pursuant Loan Document. (i) The Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. Except . (j) The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Financing Agreement are required to be performed by it as specifically a Lender. (k) The Assignee confirms that it has received all documents and information it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement. (l) The Assignee specifies as its address for notices the office set forth in this Paragraph 2, this assignment shall be without recourse to Assignorbeneath its name on the signature pages hereof.

The Assignor. (ia) represents and warrants that as of the date hereof hereof, its Applicable Percentage of the aggregate outstanding principal amount of its share of the Loans owing to it Term Loan (without giving effect to assignments thereof which have not yet become effective) is $ ; (ii) represents %, and warrants that it is the legal and beneficial owner unpaid principal balance of the interests being assigned Term Loan outstanding under the Note held by it hereunder and that such interests are free and clear of the Assignor (unreduced by any adverse claim; assignments thereof which have not yet become effective) is $ ; (iii) represents and warrants that it has not received any notice of Default or Event of Default from the Borrower; (iv) represents and warrants that is has full power and authority to execute and deliver, and perform under, this Transfer Supplement, and all necessary corporate and/or partnership action has been taken to authorize, and all approvals and consents have been obtained for, the execution, delivery and performance thereof; (v) represents and warrants that this Transfer Supplement constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (vib) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations (or the truthfulness or accuracy thereof) made in or in connection with the Credit Agreement, or the other Term Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, or the other Loan Documents or any other instrument or document furnished pursuant thereto; , other than that the Assignor is the legal and beneficial owner of the interest being assigned by it hereunder, that such interest is free and clear of any adverse claim, and that it is legally authorized to enter into this Assignment and Acceptance; (viic) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrower, any other Loan Party, Green Park or any other Person which may be primarily or secondarily liable in respect of any of the Obligations or any of their obligations, or the performance or observance by the Borrower Borrower, any other Loan Party, Green Park, or any other Person primarily or secondarily liable in respect of any of its obligations the Obligations under any of the Credit Agreement or the other Loan Documents or obligations under any other instrument or document furnished delivered or executed pursuant thereto. Except ; and (d) attaches the Note delivered to it under the Credit Agreement and requests that the Borrower exchange such Note for a new Note payable to each of the Assignor and the Assignee as specifically set forth in this Paragraph 2, this assignment shall be without recourse to Assignor.follows: Assignor $ Assignee $

The Assignor. (i) represents and warrants that as of the date hereof the aggregate outstanding principal amount of its share of the Loans owing to it (without giving effect to assignments thereof which have not yet become effective) is $ $___; (ii) represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim; (iii) represents and warrants that it has not received any notice of Default or Event of Default from the Borrower; (iv) represents and warrants that is has full power and authority to execute and deliver, and perform under, this Transfer Supplement, and all necessary corporate and/or partnership action has been taken to authorize, and all approvals and consents have been obtained for, the execution, delivery and performance thereof; (v) represents and warrants that this Transfer Supplement constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (vi) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations (or the truthfulness or accuracy thereof) made in or in connection with the Credit Agreement, or the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, or the other Loan Documents or any other instrument or document furnished pursuant thereto; and (vii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or the other Loan Documents or any other instrument or document furnished pursuant thereto. Except as specifically set forth in this Paragraph 2, this assignment shall be without recourse to Assignor.

The Assignor. (i) represents and warrants that as of the date hereof the aggregate outstanding principal amount of its share of the Loans owing to it (without giving effect to assignments thereof which have not yet become effective) is $ _______; (ii) represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim; (iii) represents and warrants that it has not received any notice of Default or Event of Default from the BorrowerAdministrative Agent; (iv) represents and warrants that is it has full power and authority to execute and deliver, and perform under, this Transfer Supplement, and all necessary corporate and/or partnership action has been taken to authorize, and all approvals and consents have been obtained for, the execution, delivery and performance thereof; (v) represents and warrants that this Transfer Supplement constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (vi) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations (or the truthfulness or accuracy thereof) made in or in connection with the Credit Agreement, or the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, or the other Loan Documents or any other instrument or document furnished pursuant thereto; and (vii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or the other Loan Documents or any other instrument or document furnished pursuant thereto. Except as specifically set forth in this Paragraph 2, this assignment shall be without recourse to Assignor.

The Assignor. (ia) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof hereof, its Commitment is $__________, its Commitment Percentage is ________%, and the aggregate outstanding principal amount balance of its share of Loans equals $__________ (in each case after giving effect to the Loans owing to it (assignment contemplated hereby but without giving effect to any contemplated assignments thereof which have not yet become effective) is $ ; (ii) represents ), and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim; (iii) represents and warrants that it has immediately after giving effect to all assignments which have not received any notice of Default or Event of Default from the Borrower; (iv) represents and warrants that is has full power and authority to execute and deliver, and perform under, this Transfer Supplement, and all necessary corporate and/or partnership action has been taken to authorize, and all approvals and consents have been obtained foryet become effective, the executionAssignor's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance, delivery and performance thereof; (v) represents and warrants that this Transfer Supplement constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (vib) makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties warranties, or representations (or the truthfulness or accuracy thereof) made in or in connection with the Credit Agreement, Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of the Credit Agreement, or the other Loan Documents or any other instrument or document furnished pursuant theretothereto or the attachment, perfection, or priority of any Lien, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any Lien; and (viic) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrower, any other obligor, or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower Borrower, any other obligor, or any other Person primarily or secondarily liable in respect of any of the Obligations of any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document furnished delivered or executed pursuant thereto; and (d) attaches hereto the Notes delivered to it under the Credit Agreement. Except The Assignor requests that the Borrower exchange the Assignor's Notes for new Notes payable to the Assignor and the Assignee as specifically set forth in this Paragraph 2, this assignment shall be without recourse follows: Amount of Notes Payable to Assignor.Competitive Bid the Order of: Amount of Note Rate Note Assignor $_____________ $_____________ Assignor $_____________ $_____________

The Assignor. (ia) represents and warrants that as of the date hereof hereof, its Applicable Percentage of the aggregate outstanding principal amount of its share of the Loans owing to it Term Loan (without giving effect to assignments thereof which have not yet become effective) is $ ; (ii) represents %, and warrants that it is the legal and beneficial owner unpaid principal balance of the interests being assigned Term Loan outstanding under the Note held by it hereunder and that such interests are free and clear of the Assignor (unreduced by any adverse claim; assignments thereof which have not yet become effective) is $ ; (iii) represents and warrants that it has not received any notice of Default or Event of Default from the Borrower; (iv) represents and warrants that is has full power and authority to execute and deliver, and perform under, this Transfer Supplement, and all necessary corporate and/or partnership action has been taken to authorize, and all approvals and consents have been obtained for, the execution, delivery and performance thereof; (v) represents and warrants that this Transfer Supplement constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (vib) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations (or the truthfulness or accuracy thereof) made in or in connection with the Credit Agreement, or the other Term Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, or the other Loan Documents or any other instrument or document furnished pursuant thereto; , other than that the Assignor is the legal and beneficial owner of the interest being assigned by it hereunder, that such interest is free and clear of any adverse claim, and that it is legally authorized to enter into this Assignment and Acceptance; (viic) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrower, any other Loan Party or any other Person which may be primarily or secondarily liable in respect of any of the Obligations or any of their obligations, or the performance or observance by the Borrower Borrower, any other Loan Party, or any other Person primarily or secondarily liable in respect of any of its obligations the Obligations under any of the Credit Agreement or the other Loan Documents or obligations under any other instrument or document furnished delivered or executed pursuant thereto. Except ; and (d) attaches the Note delivered to it under the Credit Agreement and requests that the Borrower exchange such Note for a new Note payable to each of the Assignor and the Assignee as specifically set forth in this Paragraph 2, this assignment shall be without recourse to Assignor.follows: Assignor $ Assignee $

The Assignor. (ia) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof hereof, its Commitment is $__________, its Commitment Percentage is ________%, the aggregate outstanding principal amount balance of its share Loans equals $__________, the aggregate Maximum Drawing Amount of all outstanding Letters of Credit equals $________, and the Loans owing aggregate Unpaid Reimbursement Obligations equals $____ , (in each case after giving effect to it (the assignment contemplated hereby but without giving effect to any contemplated assignments thereof which have not yet become effective) is $ ; (ii) represents ), and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim; (iii) represents and warrants that it has immediately after giving effect to all assignments which have not received any notice of Default or Event of Default from the Borrower; (iv) represents and warrants that is has full power and authority to execute and deliver, and perform under, this Transfer Supplement, and all necessary corporate and/or partnership action has been taken to authorize, and all approvals and consents have been obtained foryet become effective, the executionAssignor's Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance, delivery and performance thereof; (v) represents and warrants that this Transfer Supplement constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (vib) makes no representation or warranty warranty, express or implied, and assumes no responsibility with respect to any statements, warranties warranties, or representations (or the truthfulness or accuracy thereof) made in or in connection with the Credit Agreement, Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of the Credit Agreement, or the other Loan Documents or any other instrument or document furnished pursuant theretothereto or the attachment, perfection, or priority of any Lien, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any Lien; and (viic) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrower, any other obligor, or any other Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower Borrower, any other obligor, or any other Person primarily or secondarily liable in respect of any of the Obligations of any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document furnished delivered or executed pursuant thereto; and (d) attaches hereto the Notes delivered to it under the Credit Agreement. Except The Assignor requests that the Borrower exchange the Assignor's Notes for new Notes payable to the Assignor and the Assignee as specifically set forth in this Paragraph 2, this assignment shall be without recourse follows: Amount of Notes Payable to Assignor.Competitive [Amount of the Order of: Amount of Note Bid Rate Note Swing Loan Note Assignor $____________ $____________ $____________ Assignee $____________ $____________ $____________]

The Assignor. (ia) represents and warrants that this assignment is being made in conformity with the Credit Agreement and as of the date hereof the aggregate outstanding principal amount of its share of the Loans owing to it Commitment (without giving effect to assignments thereof which have not yet become effective) is $ ; $_________, the outstanding aggregate principal balance of its Loans (iiwithout giving effect to assignments thereof which have not yet become effective) is $_________ and the outstanding aggregate principal amount of its participation interests in Letters of Credit (without giving effect to assignments thereof which have not yet become effective) is $_________, and (b) makes no representation or warranty and assumes no responsibility (i) with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, the Note or any other instrument or document furnished thereunder or pursuant thereto, except that it represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim; (iii) represents and warrants that it has not received any notice of Default or Event of Default from the Borrower; (iv) represents and warrants that is has full power and authority to execute and deliverclaims, and perform under, this Transfer Supplement, and all necessary corporate and/or partnership action has been taken to authorize, and all approvals and consents have been obtained for, the execution, delivery and performance thereof; (vii) represents and warrants that this Transfer Supplement constitutes its legal, valid and binding obligation enforceable in accordance with its terms; (vi) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations (or the truthfulness or accuracy thereof) made in or in connection with the Credit Agreement, or the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, or the other Loan Documents or any other instrument or document furnished pursuant thereto; and (vii) makes no representation or warranty and assumes no responsibility with respect to the financial condition position of the Borrower or its Subsidiaries or the performance or observance by the Borrower of or any of its Subsidiaries of _____________________ /1/ Insert legal name of assigning Lender. /2/ Insert legal name of financial institution to which the Assignor is assigning its rights and obligations. any of their respective obligations under the Credit Agreement or the other Loan Documents Note or any other instrument or document furnished thereunder or pursuant thereto. Except as specifically set forth in this Paragraph 2, this assignment shall be without recourse to Assignor.