Common use of The Assignor Clause in Contracts

The Assignor. (i) represents that as of the date hereof, its 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 $__________; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement, the other Loan Documents or any other instrument or document furnished pursuant thereto on the status or value of any Collateral, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or any other person which may be primarily or secondarily liable in respect of any of the Obligations or any of their obligations under the Agreement or the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (v) attaches the Note delivered to it under the Agreement and requests that the Borrower exchange such Note for new Notes payable to each of the Assignor and the Assignee as follows: Notes Payable to Amount the Order of: of Note ----------------- ------- [Name of Assignor] [($ )] [Name of Assignee] [($ )]

The Assignor. (i) represents and warrants that as of the date hereof, hereof its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof which that have not yet become effective) is $__________ and its Commitment Percentage with respect thereto is %, the aggregate outstanding principal amount of Revolving Credit Loans and the outstanding balance of its Term Loans owing to it (unreduced by any without giving effect to assignments thereof which that have not yet become effective) is $__________; (ii) makes no representation or warranty represents and 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 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 or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the 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 Borrower or any of its Subsidiaries other Person or the performance or observance by the Borrower or any other person which may be primarily or secondarily liable in respect Person of any of the Obligations or any of their its obligations under the Loan Agreement or the other Loan Documents or any other instrument or document delivered or executed furnished pursuant thereto; and (v) attaches the Note delivered Note(s) referred to it under the Agreement in paragraph 1 above and requests that the Borrower Agent exchange such Note Note(s) for new Notes payable to each of the Assignor and the Assignee Note(s) as follows: Notes Payable [a Revolving Credit Note dated the Effective Date (as such term is defined below) in the principal amount of $ __________ payable to Amount the Order of: order of the Assignee, a Revolving Credit Note ----------------- ------- [Name dated the Effective Date in the principal amount of $ __________ payable to the order of the Assignor] [($ )] [Name , a Term Note dated the Effective Date in the principal amount of Assignee] [($ )$________ 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 Commitment (without giving effect to assignments thereof which 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 its Commitment Percentage with respect thereto is %__, and the aggregate outstanding balance principal amount of its the Loans owing to it (unreduced by any without giving effect to assignments thereof which that have not yet become effective) is is: $___________; (ii) makes no representation or warranty represents and 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 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 or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the financial condition of the Borrower or any of its Subsidiaries or any other person which may be primarily or secondarily liable in respect of any of the Obligations or any of their obligations under the Credit Agreement or the other Loan Documents or any other instrument or document delivered or executed 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 delivered referred to it under the Agreement in paragraph 1 above and requests that the Borrower Agent exchange each such note for a Revolving Credit Note for new Notes dated the Effective Date in the principal amount of $________ payable to each the order of the Assignor Assignee, and a Revolving Credit Note dated the Assignee as follows: Notes Payable Effective Date in the principal amount of $________ payable to Amount the Order of: order of Note ----------------- ------- [Name of the Assignor] [($ )] [Name of Assignee] [($ )].

The Assignor. (i) represents and warrants that as of the date hereof, hereof its 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) makes no representation or warranty represents and 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 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 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 Related Document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries guarantor or the performance or observance by the Borrower or any other person which may be primarily or secondarily liable in respect guarantor of any of the Obligations or any of their obligations under the Credit Agreement or the other Loan Documents or any other instrument or document delivered or executed Related Document furnished pursuant thereto; , and (v) attaches the Note delivered to it under the Agreement Notes and requests that the Borrower Agent exchange such Note Notes for [new Notes Notes, dated __________, 19__, in the principal amount of $___________ (Revolving Note), payable to each the order of the Assignor and the Assignee as follows: Notes Payable to Amount the Order of: of Note ----------------- ------- [Name of Assignor] [($ )] [Name of Assignee] [new Notes dated ______________, 19__, in the principal amount of $_________ ($ Revolving Note), payable to the order of the Assignor].

The Assignor. (i) represents that and warrants as of the date hereof, hereof that its 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 interest it is assigning hereunder; (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 Agreement or 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, the any other Loan Documents Document, 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 and that such interest is free and clear of any adverse claimthereto; (iiiiv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or any the performance or observance by the Borrowers of its Subsidiaries or any other person which may be primarily or secondarily liable in respect of any of the Obligations or any of their obligations under the Agreement or the Amended and Restated Financing Agreement, any other Loan Documents Document or any other instrument or document delivered or executed furnished pursuant thereto; and (v) attaches the Note delivered Notes referred to it under the Agreement in paragraph 1 above, and requests that the Borrower Administrative 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 Revolving Credit Note in the principal amount of $__________, payable to each the order of the Assignor Assignee, and a Revolving Credit Note in the Assignee as follows: Notes Payable principal amount of $___________ payable to Amount the Order of: order of Note ----------------- ------- [Name of the Assignor] [($ )] [Name of Assignee] [($ )].

The Assignor. (i) represents that and warrants as of the date hereof, hereof that its 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 interest it is assigning hereunder; (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 Agreement or Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, the any other Loan Documents Document, 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 and that such interest is free and clear of any adverse claimthereto; (iiiiv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or any the performance or observance by the Borrowers of its Subsidiaries or any other person which may be primarily or secondarily liable in respect of any of the Obligations or any of their obligations under the Agreement or the Financing Agreement, any other Loan Documents Document or any other instrument or document delivered or executed furnished pursuant thereto; and (v) attaches the Note delivered Notes referred to it under the Agreement in paragraph 1 above, and requests that the Borrower Administrative 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 -------------- * 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 each the order of the Assignor 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 in the Assignee as follows: Notes Payable principal amount of $____________ payable to Amount the Order of: order of Note ----------------- ------- [Name of the Assignor] [($ )] [Name of Assignee] [($ )].

The Assignor. (i) represents that as of the date hereof, its Revolving Credit 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 Revolving Credit Loans (unreduced by any assignments thereof which have not yet become effective) is $__________; _, and the amount of its 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 $___________, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of the Agreement, the Loan Agreement or any other Loan Documents or any other instrument or document furnished pursuant thereto on the status or value of to any Collateralthereof, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Guarantor, or the performance or observance by the Borrower or any Guarantor, of its Subsidiaries or any other person which may be primarily or secondarily liable in respect of any of the Obligations or any of their obligations under the Loan Agreement or the any other Loan Documents or any other instrument or document delivered or executed furnished pursuant theretoto any thereof; and (viv) attaches the Revolving Credit Note delivered referred to it under the Agreement in paragraph 1 above and requests that the Borrower Agent exchange such Revolving Credit Note for a new Notes Revolving Credit Note [payable to each of the Assignor and the Assignee as follows: Notes Payable to Amount the Order of: of Note ----------------- ------- [Name of Assignor] [($ )] [Name of Assignee] [($ )]payable to Assignor] in principal amounts equal to _______ and _______, respectively.

The Assignor. (i) represents that and warrants as of the date hereof, hereof that its 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 interest it is assigning hereunder; (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 Agreement or Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Financing Agreement, the any other Loan Documents Document, 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 and that such interest is free and clear of any adverse claimthereto; (iiiiv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or any the performance or observance by the Borrowers of its Subsidiaries or any other person which may be primarily or secondarily liable in respect of any of the Obligations or any of their obligations under the Agreement or the Financing Agreement, any other Loan Documents Document or any other instrument or document delivered or executed furnished pursuant thereto; and (v) attaches the Note delivered Notes referred to it under the Agreement in paragraph 1 above, and requests that the Borrower 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 each the order of the Assignor Assignee and a Note in the Assignee as follows: Notes Payable principal amount of $__________ payable to Amount the Order of: order of Note ----------------- ------- [Name of the Assignor] [($ )] [Name of Assignee] [($ )]. _____________________ * 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 and Term Loan 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 that have not yet become effective) is $__________; _ and the aggregate outstanding principal amount of Revolving Credit Loans and Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $_____________ (ii) makes no representation or warranty represents and 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 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 or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the 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 Borrower or any of its Subsidiaries other Person or the performance or observance by the Borrower or any other person which may be primarily or secondarily liable in respect Person of any of the Obligations or any of their its obligations under the Loan Agreement or the other Loan Documents or any other instrument or document delivered or executed furnished pursuant thereto; and (v) attaches the Note delivered Notes referred to it under the Agreement in paragraph 1 above and requests that the Borrower Agent exchange such Note Notes for new Notes payable to each of the Assignor and the Assignee as follows: Notes Payable [a Revolving Credit Note dated the Effective Date (as such term is defined below) in the principal amount of $_______________ payable to Amount the Order of: order of the Assignee, a Revolving Credit Note ----------------- ------- [Name dated the Effective Date in the principal amount of $________________ payable to the order of the Assignor] [($ )] [Name , a Term Note dated the Effective Date in the principal amount of Assignee] [($ )$_________________ 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 that as of the date hereof, its Revolving Credit 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 Revolving Credit Loans (unreduced by any assignments thereof which have not yet become effective) is $__________; __, and the amount of its 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 $____________, (ii) makes no representation or warranty and assumes no responsibility responsi- bility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, per- fection, genuineness, sufficiency or value of the Agreement, the Credit Agreement or any other Loan Documents or any other instrument or document furnished pursuant thereto on the status or value of to any Collateralthereof, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Guarantor, or the performance or observance by the Borrower or any Guarantor, of its Subsidiaries or any other person which may be primarily or secondarily liable in respect of any of the Obligations or any of their obligations under the Credit Agreement or the any other Loan Documents or any other instrument or document delivered or executed furnished pursuant theretoto any thereof; and (viv) attaches the Note delivered Notes referred to it under the Agreement in paragraph 1 above and requests that the Borrower Agent exchange such Notes for a new Note for new Notes [payable to each of the Assignor and the Assignee as follows: Notes Payable to Amount the Order of: of Note ----------------- ------- [Name of Assignor] [($ )] [Name of Assignee] [($ )]payable to Assignor] in principal amounts equal to __________ and _________, respectively.

The Assignor. (i) represents that as of the date hereof, its Revolving Credit 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 Revolving Credit Loans (unreduced by any assignments thereof which have not yet become effective) is $__________; , and the amount of its 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 $___________, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of the Agreement, the Credit Agreement or any other Loan Documents or any other instrument or document furnished pursuant thereto on the status or value of to any Collateralthereof, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Guarantor, or the performance or observance by the Borrower or any Guarantor, of its Subsidiaries or any other person which may be primarily or secondarily liable in respect of any of the Obligations or any of their obligations under the Credit Agreement or the any other Loan Documents or any other instrument or document delivered or executed furnished pursuant theretoto any thereof; and (viv) attaches the Note delivered Notes referred to it under the Agreement in paragraph 1 above and requests that the Borrower Agent exchange such Notes for a new Note for new Notes [payable to each of the Assignor and the Assignee as follows: Notes Payable to Amount the Order of: of Note ----------------- ------- [Name of Assignor] [($ )] [Name of Assignee] [($ )]payable to Assignor] in principal amounts equal to _______ and _______, respectively.

The Assignor. (i) represents and warrants that as of the date hereof, hereof its Revolving Credit 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 that have not yet become effective) 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 $___________; (ii) makes no representation or warranty represents and 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 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 or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the financial condition of the Borrower or any of its Subsidiaries or any other person which may be primarily or secondarily liable in respect of any of the Obligations or any of their obligations under the Credit Agreement or the other Loan Documents or any other instrument or document delivered or executed furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any direct or indirect Subsidiary of the Company or the performance or observance by the Company or any 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 delivered referred to it under the Agreement in paragraph 1 above and requests that the Borrower Agent exchange such note for a Revolving Credit Note for new Notes dated the Effective Date in the principal amounts of $________, payable to each the order of the Assignor Assignee, and a Revolving Credit Note dated the Assignee as follows: Notes Payable Effective Date in the principal amount of $___________, payable to Amount the Order of: order of Note ----------------- ------- [Name of the Assignor] [($ )] [Name of Assignee] [($ )].

The Assignor. (i) represents and warrants that as of the date hereof, hereof its Revolving Credit 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 that have not yet become effective) 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 $___________ and $__________ respectively; (ii) makes no representation or warranty represents and 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 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 or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the financial condition of the Borrower or any of its Subsidiaries or any other person which may be primarily or secondarily liable in respect of any of the Obligations or any of their obligations under the Credit Agreement or the other Loan Documents or any other instrument or document delivered or executed furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or any Subsidiary of the Company or the performance or observance by the Company or any 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 delivered referred to it under the Agreement in paragraph 1 above and requests that the Borrower Agent exchange such note for a Revolving Credit Note for new Notes dated the Effective Date in the principal amount of $_____________ payable to each the order of the Assignor Assignee and a Revolving Credit Note dated the Assignee as follows: Notes Payable Effective Date in the principal amount of $________________ payable to Amount the Order of: order of Note ----------------- ------- [Name of the Assignor] [($ )] [Name of Assignee] [($ )].