Common use of The Assignor Clause in Contracts

The Assignor. The Assignor (i) represents and warrants that it is the legal and beneficial owner of each interest being assigned by it hereunder, that each such interest is free and clear of any adverse claim, and that as of the date hereof its commitments and outstanding Loans of each of the Facilities with regard to which an interest is being assigned hereunder (including any obligations with respect to Letter(s) of Credit, if applicable) is as set forth in Item 4 of Annex I, (ii) except as set forth in clause (i) above, makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, and (iii) 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 respective obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto.

The Assignor. The Assignor (i) represents and warrants that it is the ------------ legal and beneficial owner of each interest being assigned by it hereunder, that each such interest is free and clear of any adverse claim, and that as of the date hereof the amount of its commitments Commitments and outstanding Loans of each of the Facilities Class with regard to which an interest is being assigned hereunder (including any obligations with respect to Letter(s) and Letter of CreditCredit Exposure, if applicable) is as set forth in Item 4 of Annex I, (ii) ------ ------- except as set forth in clause (i) above, makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto, and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Borrower or any of its Subsidiaries or the performance or observance by the Borrowers Borrower or any of its Subsidiaries of any of their respective obligations under the Loan Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto.

The Assignor. The Assignor (i) represents and warrants that it is the legal and beneficial owner of each the interest being assigned by it hereunder, that each such interest is free and clear of any adverse claim, and that as of the date hereof the amount of its commitments Commitment and outstanding Loans of each of the Facilities with regard to which an interest is being assigned hereunder (including any obligations with respect to Letter(s) of Credit, if applicable) is as set forth in Item 4 of Annex I, (ii) except as set forth in clause (i) above, makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto, and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Borrower or any of its Subsidiaries or the Guarantor or the performance or observance by the Borrowers Borrower or any of its Subsidiaries or the Guarantor of any of their respective obligations under the Loan Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto.

The Assignor. The Assignor (i) represents and warrants that it is the legal and beneficial owner of each the interest being assigned by it hereunder, that each such interest is free and clear of any adverse claim, and that as of the date hereof the amount of its commitments Commitment (unless terminated) and outstanding Loans of each of the Facilities with regard to which an interest is being assigned hereunder (including any obligations with respect to Letter(s) of Credit, if applicable) is as set forth in Item 4 of Annex I, (ii) except as set forth in clause (i) above, makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Borrower or any of its Subsidiaries or the performance or observance by the Borrowers Borrower or any of its Subsidiaries of any of their respective obligations under the Loan Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto.

The Assignor. The Assignor (i) represents and warrants that (i) it is the legal and beneficial owner of each the interest being assigned by it hereunder, that each (ii) such interest is free and clear of any lien, encumbrance or other adverse claim, and that (iii) as of the date hereof the amount of its commitments Commitment and outstanding Loans of each of the Facilities with regard to which an interest is being assigned hereunder (including any obligations with respect to Letter(s) of Credit, if applicable) is as set forth in Item 4 of Annex I, (iiiv) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, and (v) except as set forth in clause clauses (ii)-(iv) above, makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Revolving Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Revolving Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, and (iiivi) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any of their Subsidiaries or the performance or observance by the Borrowers or any of their Subsidiaries of any of their respective obligations under the Loan Revolving Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto.

The Assignor. The Assignor (i) represents and warrants that it is the ------------ legal and beneficial owner of each interest being assigned by it hereunder, that each such interest is free and clear of any adverse claim, and that as of the date hereof its commitments Commitments and outstanding Loans of each of the Facilities with regard to which an interest is being assigned hereunder (including any obligations with respect to Letter(s) of Credit, if applicable) is as set forth in Item 4 of Annex I, (ii) except as set forth in clause (i) ------ ------- above, makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, and (iii) 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 respective obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto.

The Assignor. The Assignor (i) represents and warrants that it is the legal and beneficial owner of each the interest being assigned by it hereunder, that each such interest is free and clear of any adverse claim, and that as of the date hereof the amount of its commitments Commitment and outstanding Loans (and Letter of each of the Facilities with regard to which an interest is being assigned hereunder (including any obligations with respect to Letter(s) of CreditCredit Exposure, if applicable) is as set forth in Item 4 of Annex I, (ii) except as set forth in clause (i) above, makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto, and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Borrower or any of its Subsidiaries or the performance or observance by the Borrowers Borrower or any of its Subsidiaries of any of their respective obligations under the Loan Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto.

The Assignor. The Assignor (i) represents and warrants that it is the legal and beneficial owner of each interest being assigned by it hereunder, that each such interest is free and clear of any adverse claim, and that as of the date hereof its commitments Commitments and outstanding Loans of each of with respect to the Facilities Revolving Facility and/or the Term Facility, as applicable, with regard to which an interest is being assigned hereunder (including any obligations with respect to Letter(s) of Credit, if applicable) is as set forth in Item 4 of Annex I, (ii) except as set forth in clause (i) above, makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, and (iii) 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 respective obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto.

The Assignor. The Assignor (i) represents and warrants that it is the legal and beneficial owner of each the interest being assigned by it hereunder, that each such interest is free and clear of any adverse claim, and that as of the date hereof the amount of its commitments Commitment and outstanding Loans of each of the Facilities with regard to which an interest is being assigned hereunder (including any obligations with respect to Letter(s) of Credit, if applicable) is as set forth in Item 4 of Annex I, (ii) except as set forth in clause (i) above, makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto, and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Borrower or any of its Subsidiaries or the performance or observance by the Borrowers Borrower or any of its Subsidiaries of any of their respective obligations under the Loan Credit Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant thereto.

The Assignor. The Assignor (i) represents and warrants that it is the legal and beneficial owner of each the interest being assigned by it hereunder, that each such interest is free and clear of any adverse claim, and that as of the date hereof the amount of its commitments and Commitment, outstanding Loans and Percentage of each Letter of the Facilities with regard to which an interest is being assigned hereunder (including any obligations with respect to Letter(s) of Credit, if applicable) Credit Outstandings is as set forth in Item 4 of Annex I, and that after giving effect to the assignment provided for herein the respective Commitments of the Assignor and the Assignee will be as set forth in Item 4(a) of Annex I, (ii) except as set forth in clause (i) above, makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto, thereto and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers Borrower or any of its Subsidiaries or the performance or observance by the Borrowers Borrower or any of its Subsidiaries of any of their respective obligations under the Loan Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto.