Common use of The Assignor Clause in Contracts

The Assignor. (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility or liability with respect to (i) any statement, representation or warranty made in, pursuant to, or otherwise in connection with the Loan Agreement or any other Loan Document, (ii) with respect to the execution, delivery, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other agreement, document or instrument executed, delivered or otherwise furnished pursuant thereto 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; (c) makes no representation or warranty and assumes no responsibility or liability with respect to the financial condition of the Borrower, any of its Subsidiaries or any other Loan Party or the performance or observance by the Borrower, any of its Subsidiaries or any other Loan Party of any of their respective obligations under the Loan Agreement or any other Loan Document or any other agreement, document or instrument executed, delivered or otherwise furnished pursuant hereto or thereto; (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 defined below)).

The Assignor. (a) represents and warrants that (i) it is the legal legally authorized to enter into this Assignment and beneficial owner of [the][the relevant] Assigned InterestAcceptance, (ii) [the][such] Assigned Interest as of the date hereof, its Commitment is free $__________, its Commitment Percentage is ________%, and clear the aggregate outstanding principal balance of its Loans equals $__________ (in each case after giving effect to the assignment contemplated hereby but without giving effect to any liencontemplated assignments which have not yet become effective), encumbrance or other adverse claim and (iii) it has full power and authorityimmediately after giving effect to all assignments which have not yet become effective, and has taken all action necessary, the Assignor's Commitment Percentage will be sufficient to execute and deliver give effect to this Assignment and Assumption and to consummate the transactions contemplated hereby; Acceptance, (b) makes no representation or warranty warranty, express or implied, and assumes no responsibility or liability with respect to (i) any statementstatements, representation or warranty made in, pursuant towarranties, or otherwise representations made in or in connection with the Loan Credit Agreement or any of the other Loan Document, (ii) with respect to Documents or the execution, delivery, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of the Loan Credit Agreement, any the other Loan Document Documents or any other agreement, instrument or document or instrument executed, delivered or otherwise furnished pursuant thereto or (iii) with respect to the attachment, perfection 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 CollateralLien, other than that the Assignor it 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 interest being assigned by it hereunder free and clear of any such adverse claim created by the AssignorLien; (c) makes no representation or warranty and assumes no responsibility or liability with respect to the financial condition of the Borrower, any of its Subsidiaries other obligor, or any other Loan Party Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower, any of its Subsidiaries other obligor, or any other Loan Party Person primarily or secondarily liable in respect of any of their respective the Obligations of any of its obligations under the Loan Credit Agreement or any of the other Loan Document Documents or any other agreement, instrument or document or instrument executed, delivered or otherwise furnished executed pursuant hereto or thereto; and (d) attaches hereto the Note(s), if any, held by Notes delivered to it under the Credit Agreement. The Assignor evidencing the Assigned Interest (“Notes”); and (e) requests that the Administrative Agent (i) Borrower exchange the attached Assignor's Notes for a new Note or Notes payable to the order of Assignor and the Assignee and (ii) if as follows: Amount of Notes Payable to Competitive Bid the Order of: Amount of Note Rate Note 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 defined below)).$_____________ $_____________ Assignor $_____________ $_____________

The Assignor. (a) represents and warrants that (i) it is the legal legally authorized to enter into this Assignment and beneficial owner of [the][the relevant] Assigned InterestAcceptance, (ii) [the][such] Assigned Interest as of the date hereof, its Commitment is free $__________, its Commitment Percentage is ________%, the aggregate outstanding principal balance of its Loans equals $__________, the aggregate Maximum Drawing Amount of all outstanding Letters of Credit equals $________, and clear of the aggregate Unpaid Reimbursement Obligations equals $____ , (in each case after giving effect to the assignment contemplated hereby but without giving effect to any liencontemplated assignments which have not yet become effective), encumbrance or other adverse claim and (iii) it has full power and authorityimmediately after giving effect to all assignments which have not yet become effective, and has taken all action necessary, the Assignor's Commitment Percentage will be sufficient to execute and deliver give effect to this Assignment and Assumption and to consummate the transactions contemplated hereby; Acceptance, (b) makes no representation or warranty warranty, express or implied, and assumes no responsibility or liability with respect to (i) any statementstatements, representation or warranty made in, pursuant towarranties, or otherwise representations made in or in connection with the Loan Credit Agreement or any of the other Loan Document, (ii) with respect to Documents or the execution, delivery, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of the Loan Credit Agreement, any the other Loan Document Documents or any other agreement, instrument or document or instrument executed, delivered or otherwise furnished pursuant thereto or (iii) with respect to the attachment, perfection 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 CollateralLien, other than that the Assignor it 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 interest being assigned by it hereunder free and clear of any such adverse claim created by the AssignorLien; (c) makes no representation or warranty and assumes no responsibility or liability with respect to the financial condition of the Borrower, any of its Subsidiaries other obligor, or any other Loan Party Person primarily or secondarily liable in respect of any of the Obligations, or the performance or observance by the Borrower, any of its Subsidiaries other obligor, or any other Loan Party Person primarily or secondarily liable in respect of any of their respective the Obligations of any of its obligations under the Loan Credit Agreement or any of the other Loan Document Documents or any other agreement, instrument or document or instrument executed, delivered or otherwise furnished executed pursuant hereto or thereto; and (d) attaches hereto the Note(s), if any, held by Notes delivered to it under the Credit Agreement. The Assignor evidencing the Assigned Interest (“Notes”); and (e) requests that the Administrative Agent (i) Borrower exchange the attached Assignor's Notes for a new Note or Notes payable to the order Assignor and the Assignee as follows: Amount of Notes Payable to Competitive [Amount of the Order of: Amount of Note Bid Rate Note Swing Loan Note Assignor $____________ $____________ $____________ Assignee and (ii) if the Assignor has retained any interest in the Loans, exchange the attached Notes for a new Note or Notes payable to the order of the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date (as defined below)).$____________ $____________ $____________]

The Assignor. (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] the Assigned Interest, (ii) [the][such] the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby, and (iv) it is [not] a Defaulting Lender; and (b) makes no representation or warranty and assumes no responsibility or liability with respect to (i) any statementstatements, representation warranties or warranty representations made in, pursuant to, in or otherwise in connection with the Loan Credit Agreement or any other Loan Document, (ii) with respect to the execution, delivery, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document Documents or any other agreementcollateral thereunder, document or instrument executed, delivered or otherwise furnished pursuant thereto 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; (c) makes no representation or warranty and assumes no responsibility or liability with respect to the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Party Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Loan Party Person of any of their respective obligations under any Loan Document. 1.2. Assignee. The Assignee: (a) represents and warrants that: (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the Loan transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets the requirements to be an assignee under the terms of the Credit Agreement or any other Loan Document or any other agreement, document or instrument executed, delivered or otherwise furnished pursuant hereto or thereto; (d) attaches the Note(s)subject to such consents, if any, held as may be required under the terms of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the Assignor evidencing provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (“Notes”)v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (eb) requests agrees that the Administrative Agent (i) exchange it will, independently and without reliance on the attached Notes for a new Note Administrative Agent, the Assignor or Notes payable any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the order of the Assignee Loan Documents, and (ii) if the Assignor has retained any interest it will perform in the Loans, exchange the attached Notes for a new Note or Notes payable to the order accordance with their terms all of the Assignor, in each case in amounts obligations which reflect by the assignment being made hereby (and after giving effect terms of the Loan Documents are required to any other assignments which have become effective on the Effective Date (be performed by it as defined below))a Lender. 2.

The Assignor. (a) represents and warrants that (i) represents that as of the date hereof, its Revolving Commitment is $_____________, the outstanding principal balance of its Revolving Loans is $_____________, and the outstanding Letter of Credit Liabilities (including participations purchased pursuant to the Credit Agreement) held by it is $____________, the legal outstanding Swingline Loans (including participations purchased pursuant to the Credit Agreement) held by it is $____________, and beneficial owner the outstanding principal balance of [the][the relevant] Assigned Interest, its Term Loan is $____________ (all as unreduced by any assignments which have not yet become effective); (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility or liability with respect to (i) any statementstatements, representation warranties or warranty representations made in, pursuant to, in or otherwise in connection with the Loan Credit Agreement or any other Loan Document, (ii) with respect to Document or the execution, delivery, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of the Loan Agreement, any other Loan Document or any other agreement, document or instrument executed, delivered or otherwise furnished pursuant thereto or (iii) with respect to the attachment, perfection or priority of any Lien granted by the Borrower Credit Agreement or any other Loan Party in favor of the Collateral Agent or any Lender or otherwise with respect to the CollateralDocument, other than that the Assignor it is the legal and beneficial owner of the Assigned Interest, has not created any adverse claim upon the Assigned Interest, interest being assigned by it hereunder and that the Assigned Interest such interest is free and clear of any such adverse claim created by the Assignorclaim; (ciii) makes no representation or warranty and assumes no responsibility or liability with respect to the financial condition of the Borrower, any of its Subsidiaries Borrower or any other Loan Obligated Party or the performance or observance by the Borrower, any of its Subsidiaries Borrower or any other Loan Obligated Party of any of their respective obligations under the Loan Agreement or any other Loan Document or any other agreement, document or instrument executed, delivered or otherwise furnished pursuant hereto or theretoDocument; and (div) attaches the Note(s), if any, Notes held by the Assignor evidencing the Assigned Interest (“Notes”); and (e) requests that the Administrative Agent (i) exchange the attached such Notes for a new Note or Notes payable to the order of (A) the Assignee in amounts equal to the Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount of the Loans assigned to the Assignee pursuant hereto, as applicable, and (iiB) if the Assignor has retained any interest in the Loans, exchange the attached Notes for a new Note or Notes payable amounts equal to the order of Commitments and Loans retained by the AssignorAssignor under the Credit Agreement, 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 defined below))specified above.

The Assignor. (a) represents and warrants that (i) it represents that as of the date hereof, its Revolving Credit Commitment is $______________________ and the legal outstanding principal of its Advances, if any, under its Revolving Credit Commitment is $_________________________, the outstanding principal amount of its Term Loan A Commitment, if any, is $______________________, the outstanding principal balance of its Advances under its Term Loan A Commitment, if any, is $____________________ (all as unreduced by any assignments which have not yet become effective), its Term Loan B Commitment, if any, is $__________________, and beneficial owner the outstanding principal balance of [the][the relevant] Assigned Interestits Advances under the Term Loan B Commitment, if any, is $________________________; (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility or liability with respect to (i) any statementstatements, representation warranties or warranty representations made in, pursuant to, in or otherwise in connection with the Loan Agreement or any other Loan Document, (ii) with respect to Document or the execution, delivery, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other agreement, document or instrument executed, delivered or otherwise furnished pursuant thereto or (iii) with respect to the attachment, perfection or priority of any Lien granted by the Borrower Agreement or any other Loan Party in favor of the Collateral Agent or any Lender or otherwise with respect to the CollateralDocument, other than that the Assignor it is the legal and beneficial owner of the Assigned Interest, has not created any adverse claim upon the Assigned Interest, interest being assigned by it hereunder and that the Assigned Interest such interest is free and clear of any such adverse claim created by the Assignorclaim; (ciii) makes no representation or warranty and assumes no responsibility or liability with respect to the financial condition of the Borrower, any of its Subsidiaries Guarantor or any other Loan Obligated Party or the performance or observance by the Borrower, any of its Subsidiaries guarantor or any other Loan Obligated Party of any of their respective obligations under the Loan Agreement or any other Loan Document or any other agreement, document or instrument executed, delivered or otherwise furnished pursuant hereto or theretoDocument; and (div) attaches the Note(s), if any, Notes held by the Assignor evidencing the Assigned Interest (“Notes”); and (e) requests that the Administrative Agent (i) exchange the attached such Notes for a new Note or Notes payable to the order of (A) Assignee in an amount equal to the Commitments assumed by the Assignee pursuant hereto, and (iiB) if the Assignor has retained any interest in the Loans, exchange the attached Notes for a new Note or Notes payable an amount equal to the order of Commitments, if any, retained by the AssignorAssignor under the Loan Agreement, 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 (respectively, as defined below))specified above.