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 the aggregate outstanding principal amount of hereof, its share of the Loans owing to it Commitment (without giving effect to assignments thereof which have not yet become effective) is $ $__________ and its Commitment Percentage with respect thereto is %, and the outstanding balance of its Loans (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, or the other Loan Documents Agreement 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 theretothereto on the status or value of any Collateral, 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 the performance any of its Subsidiaries or observance by the Borrower any other person which may be primarily or secondarily liable in respect of any of its the Obligations or any of their obligations under the Credit Agreement or the other Loan Documents or any other instrument or document furnished delivered or executed pursuant thereto. Except ; and (v) attaches the Note delivered to it under the Agreement and requests that the Borrower exchange such Note for new Notes payable to each of the Assignor and the Assignee as specifically set forth in this Paragraph 2, this assignment shall be without recourse follows: Notes Payable to Amount the Order of: of Note ----------------- ------- [Name of Assignor.] [($ )] [Name of Assignee] [($ )]

The Assignor. (ia) 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 effectivei) 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 [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim; claim and (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 authority, and has taken all action necessary, to execute and deliver, deliver this Assignment and perform under, this Transfer Supplement, Assumption and all necessary corporate and/or partnership action has been taken to authorize, and all approvals and consents have been obtained for, consummate the execution, delivery and performance thereoftransactions contemplated hereby; (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 or liability with respect to (i) any statementsstatement, warranties representation or representations (warranty made in, pursuant to, or the truthfulness or accuracy thereof) made in or otherwise in connection with the Credit Agreement, Loan Agreement or the any other Loan Documents or Document, (ii) with respect to the execution, delivery, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Loan Agreement, or the any other Loan Documents Document or any other agreement, document or instrument executed, delivered or document otherwise furnished pursuant theretothereto or (iii) with respect to the attachment, perfection or priority of any Lien granted by the Borrower or any other Loan Party in favor of the Collateral Agent or any Lender or otherwise with respect to the Collateral, other than that the Assignor is the legal and beneficial owner of the Assigned Interest, has not created any adverse claim upon the Assigned Interest, and that the Assigned Interest is free and clear of any such adverse claim created by the Assignor; and (viic) makes no representation or warranty and assumes no responsibility or liability with respect to the financial condition of the Borrower Borrower, any of its Subsidiaries or any other Loan Party or the performance or observance by the Borrower Borrower, any of its Subsidiaries or any other Loan Party of any of its their respective obligations under the Credit Loan Agreement or the other Loan Documents or any other Loan Document or any other agreement, document or instrument executed, delivered or document otherwise furnished pursuant hereto or thereto. Except ; (d) attaches the Note(s), if any, held by the Assignor evidencing the Assigned Interest (“Notes”); and (e) requests that the Administrative Agent (i) exchange the attached Notes for a new Note or Notes payable to the order of the Assignee and (ii) if the Assignor has retained any interest in the Loans, exchange the attached Notes for a new Note or Notes payable to the order of the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date (as specifically set forth in this Paragraph 2, this assignment shall be without recourse to Assignordefined below)).

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 the outstanding Letter of Credit Liabilities (including participations purchased pursuant to the Credit Agreement) held by it is $____________, the outstanding Swingline Loans owing (including participations purchased pursuant to the Credit Agreement) held by it is $____________, and the outstanding principal balance of its Term Loan 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 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 other 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 Notes held by the Assignor and requests that the Agent exchange such Notes for new Notes payable to the order of (A) the Assignee in amounts equal to the Commitments assumed by the Assignee pursuant thereto. Except hereto and the outstanding principal amount of the Loans assigned to the Assignee pursuant hereto, as specifically set forth applicable, and (B) the Assignor in this Paragraph 2amounts equal to the Commitments and 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 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. (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.

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. (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. (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. (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 $