Common use of The Assignor Clause in Contracts

The Assignor. (i) represents and warrants that as of the date hereof its Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: $___________; (ii) represents and warrants 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; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor or any of their respective Affiliates or the performance or observance by the Company or any Guarantor of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (v) attaches the Revolving Credit Note referred to in paragraph 1 above and requests that the Agent exchange each such note for a Revolving Credit Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Revolving Credit Loans and Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: is $___________; (ii) represents and warrants 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; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Borrower or any of their respective Affiliates other Person or the performance or observance by the Company Borrower or any Guarantor other Person of their respective any of its obligations under the Credit Loan Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (v) attaches the Revolving Credit Note Note(s) referred to in paragraph 1 above and requests that the Agent exchange each such note Note(s) for new Note(s) as follows: [a Revolving Credit Note dated the Effective Date (as such term is defined below) in the principal amount of $ __________ payable to the order of the Assignee, a Revolving Credit Note dated the Effective Date in the principal amount of $ __________ payable to the order of the Assignor, a Term Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignee, Assignee and a Revolving Credit Term Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignor.]

The Assignor. (i) represents and warrants that as of the date hereof hereof, its Commitment (without giving effect to assignments thereof that which have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit Commitment Percentage with respect thereto is $___________%, and the aggregate outstanding principal amount balance of the its Loans owing to it (without giving effect to unreduced by any assignments thereof that which have not yet become effective) is: is $___________; (ii) represents makes no representation or warranty and warrants assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto 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, hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any statements, warranties of its Subsidiaries or representations made any other person which may be primarily or secondarily liable in respect of any of the Obligations or in connection with 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; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor or any of their respective Affiliates or the performance or observance by the Company or any Guarantor of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (v) attaches the Revolving Credit Note referred delivered to in paragraph 1 above it under the Agreement and requests that the Agent Borrower exchange each such note Note for a Revolving Credit Note dated the Effective Date in the principal amount of $________ new Notes payable to the order each of the Assignor and the Assignee as follows: Notes Payable to Amount the Order of: of Note ----------------- ------- [Name of Assignor] [($ )] [Name of Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignor.] [($ )]

The Assignor. (i) represents and warrants that as of the date hereof its Revolving Credit Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Revolving Credit Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: is $___________; (ii) represents and warrants 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; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Company or any direct or indirect Subsidiary of their respective Affiliates the Company or the performance or observance by the Company or any Guarantor direct or indirect Subsidiary of the Company of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (v) 137 attaches the Revolving Credit Note referred to in paragraph 1 above and requests that the Agent exchange each such note for a Revolving Credit Note dated the Effective Date in the principal amount amounts of $________ _, payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $________ ____, payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Revolving Credit Loans and Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: is $___________; __ (ii) represents and warrants 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; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Borrower or any of their respective Affiliates other Person or the performance or observance by the Company Borrower or any Guarantor other Person of their respective any of its obligations under the Credit Loan Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (v) attaches the Revolving Credit Note Notes referred to in paragraph 1 above and requests that the Agent exchange each such note Notes for new Notes as follows: [a Revolving Credit Note dated the Effective Date (as such term is defined below) in the principal amount of $_______________ payable to the order of the Assignee, a Revolving Credit Note dated the Effective Date in the principal amount of $________________ payable to the order of the AssigneeAssignor, and a Revolving Credit Term Note dated the Effective Date in the principal amount of $_________________ payable to the order of the Assignee and a Term Note dated the Effective Date in the principal amount of $________________ payable to the order of the Assignor.]

The Assignor. (i) represents and warrants that as of the date hereof hereof, its Revolving Credit Commitment (without giving effect to assignments thereof that which have not yet become effective) is as follows: Revolving Credit Commitment: $__________, the outstanding balance of its Revolving Credit Loans (unreduced by any assignments thereof which have not yet become effective) is $______ _____, and the aggregate amount of its participations participation in Letters of Credit and Acceptance Drafts (unreduced by any assignments thereof which have not yet become effective) that have been issued and remain undrawn is $___________, and the aggregate outstanding principal amount of the Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: $___________; (ii) represents and warrants 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; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of the Credit Agreement or any other Loan Documents or any other instrument or document furnished pursuant theretoto any thereof, 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; (iviii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Borrower or any of their respective Affiliates Guarantor, or the performance or observance by the Company Borrower or any Guarantor Guarantor, of their respective its obligations under the Credit Agreement or any other Loan Documents or any other instrument or document furnished pursuant thereto or the enforceability of to any such agreement, instrument or documentthereof; and (viv) attaches the Revolving Credit Note Notes referred to in paragraph 1 above and requests that the Agent exchange each such note Notes for a Revolving Credit new Note dated the Effective Date [payable to Assignee] [payable to Assignor] in the principal amount of $amounts equal to _______ and ________ payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignorrespectively.

The Assignor. (i) represents and warrants that as of the date hereof that its Commitment (without giving effect to assignments thereof that which have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: $___________%; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it is assigning hereunder, and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in by or in connection with the Credit Agreement Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor or any of their respective Affiliates Borrowers or the performance or observance by the Company or Borrowers of any Guarantor of their respective obligations under the Credit Agreement Financing Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (v) attaches the Revolving Credit Note Notes referred to in paragraph 1 above above, and requests that the Agent exchange each such note Note for a Revolving Credit Note 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, Assignee and a Revolving Credit Note dated the Effective Date in the principal amount of $__________ payable to the order of the Assignor. _____________________ * Specify percentage to no more than 4 decimal points.

The Assignor. (i) represents and warrants that as of the date hereof hereof, its Revolving Credit Commitment (without giving effect to assignments thereof that which have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and , the aggregate amount outstanding balance of its participations in Letters of Revolving Credit Loans (unreduced by any assignments thereof which have not yet become effective) is $____________, and the aggregate outstanding principal amount of the Loans owing to it its participation in Letters of Credit and Acceptance Drafts (without giving effect to unreduced by any assignments thereof that which have not yet become effective) is: that have been issued and remain undrawn is $___________; _, (ii) represents makes no representation or warranty and warrants assumes no responsi- bility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, per- fection, genuineness, sufficiency or value of the Credit Agreement or any other Loan Documents or any other instrument or document furnished pursuant to any thereof, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder, hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any statementsGuarantor, warranties or representations made in the performance or in connection with observance by the Borrower or any Guarantor, of its obligations under the Credit Agreement or any other Loan Documents or any other instrument or document furnished pursuant theretoto any thereof; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor or any of their respective Affiliates or the performance or observance by the Company or any Guarantor of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (v) attaches the Revolving Credit Note Notes referred to in paragraph 1 above and requests that the Agent exchange each such note Notes for a Revolving Credit new Note dated the Effective Date [payable to Assignee] [payable to Assignor] in the principal amount of $amounts equal to __________ payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignor__, respectively.

The Assignor. (i) represents and warrants that as of the date hereof hereof, its Revolving Credit Commitment (without giving effect to assignments thereof that which have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and , the aggregate amount outstanding balance of its participations in Letters of Revolving Credit Loans (unreduced by any assignments thereof which have not yet become effective) is $___________, and the aggregate outstanding principal amount of the Loans owing to it its participation in Letters of Credit and Acceptance Drafts (without giving effect to unreduced by any assignments thereof that which have not yet become effective) is: that have been issued and remain undrawn is $___________; , (ii) represents makes no representation or warranty and warrants assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of the Loan Agreement or any other Loan Documents or any other instrument or document furnished pursuant to any thereof, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder, hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any statementsGuarantor, warranties or representations made in the performance or in connection with observance by the Credit Borrower or any Guarantor, of its obligations under the Loan Agreement or any other Loan Documents or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor or any of their respective Affiliates or the performance or observance by the Company or any Guarantor of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereof; and (viv) attaches the Revolving Credit Note referred to in paragraph 1 above and requests that the Agent exchange each such note for a Revolving Credit Note dated the Effective Date for a new Revolving Credit Note [payable to Assignee] [payable to Assignor] in the principal amount of $amounts equal to _______ and ________ payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $________ payable to the order of the Assignorrespectively.

The Assignor. (i) represents and warrants that as of the date hereof that its Commitment (without giving effect to assignments thereof that which have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount % of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: $___________; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it is assigning hereunder, and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in by or in connection with the Credit Agreement Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, any other Loan Document, or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor or any of their respective Affiliates Borrowers or the performance or observance by the Company or Borrowers of any Guarantor of their respective obligations under the Credit Agreement Financing Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (v) attaches the Revolving Credit Note Notes referred to in paragraph 1 above above, and requests that the Administrative Agent exchange each such note Note for a Revolving Credit Note 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 -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note in the principal amount of $__________, payable to the order of the Assignee, a Term Note in the principal amount of $____________ payable to the order of the Assignor, a Revolving Credit Note in the principal amount of $_________, payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $____________ payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof that its Commitment (without giving effect to assignments thereof that which have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: $___________%; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it is assigning hereunder, and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in by or in connection with the Credit Agreement Amended and Restated Financing Agreement, the execution, legality, validity, enforceability, ________________ * Specify percentage to no more than 4 decimal points. genuineness, sufficiency or value of the Amended and Restated Financing Agreement, any other Loan Document, or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor or any of their respective Affiliates Borrowers or the performance or observance by the Company or Borrowers of any Guarantor of their respective obligations under the Credit Agreement Amended and Restated Financing Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or documentthereto; and (v) attaches the Revolving Credit Note Notes referred to in paragraph 1 above above, and requests that the Administrative Agent exchange each such note 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 Revolving Credit Note dated the Effective Date in the principal amount of $________ ___, payable to the order of the Assignee, and a Revolving Credit Note dated the Effective Date in the principal amount of $___________ payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof its Revolving Credit Commitment (without giving effect to assignments thereof that have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Revolving Credit Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: is $___________ and $__________ respectively; (ii) represents and warrants 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; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Company or any Subsidiary of their respective Affiliates the Company or the performance or observance by the Company or any Guarantor Subsidiary of the Company of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (v) attaches the Revolving Credit Note referred to in paragraph 1 above and requests that the Agent exchange each such note for a Revolving Credit Note dated the Effective Date in the principal amount of $_____________ payable to the order of the Assignee, Assignee and a Revolving Credit Note dated the Effective Date in the principal amount of $________________ payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof its Commitment (without giving effect to assignments thereof that which have not yet become effective) is as follows: Revolving Credit Commitment: $________________ and the aggregate amount of its participations in Letters of Credit is $___________, and the aggregate outstanding principal amount of the Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is: $___________; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation representations or warranty and assumes no responsibility 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 or any other instrument or document Related Document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company, Guarantor Borrower or any of their respective Affiliates guarantor or the performance or observance by the Company Borrower or any Guarantor guarantor of any of their respective obligations under the Credit Agreement or any other instrument or document Related Document furnished pursuant thereto or the enforceability of any such agreementthereto, instrument or document; and (v) attaches the Revolving Credit Note referred to in paragraph 1 above Notes and requests that the Agent exchange each such note Notes for a Revolving Credit Note [new Notes, dated the Effective Date __________, 19__, in the principal amount of $___________ (Revolving Note), payable to the order of the Assignee] [new Notes dated ______________, and a Revolving Credit Note dated the Effective Date 19__, in the principal amount of $_________ (Revolving Note), payable to the order of the Assignor].