Common use of Assignment and Acceptance Agreement Clause in Contracts

Assignment and Acceptance Agreement. By executing and delivering an Assignment and Acceptance Agreement, the assigning Lender thereunder and the assignee thereunder (as applicable) shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the Company Guaranty or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the Company Guaranty or any other instrument or document furnished pursuant hereto or thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Company or any of its Subsidiaries or the performance or observance by Company or any of its Subsidiaries of any of their respective obligations under this Agreement or the Company Guaranty or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement and the Company Guaranty, together with copies of the most recent financial statements delivered pursuant to subsection 5.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance Agreement; (iv) such assignee has made, and will continue to make, independently and without reliance upon Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it deemed or deems appropriate at the time, its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes Administrative Agent to take such action as agent, on its behalf and to exercise such powers under this Agreement and the Company Guaranty as are delegated to Administrative Agent, by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.