Common use of The Assignor Clause in Contracts

The Assignor. represents and warrants that as of the date hereof its [Lender] [Certificate Holder] Commitment (without giving effect to assignments thereof which have not yet become effective) is $[_____________], and the outstanding aggregate principal balance of its [Loans] [Certificate Holder Amounts] (without giving effect to assignments thereof which have not yet become effective) is $_____________] and (b) makes no representation or warranty and assumes no responsibility (i) with respect to any statements, warranties or representations made in or in connection with any Operative Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Operative Document or any other instrument or document furnished thereunder or pursuant thereto, except that it represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of adverse claims, and (ii) with respect to the financial position of the Lessee or any Guarantor or the performance or observance by the Lessee or any Guarantor of any of their respective obligations under any Operative Document or any other instrument or document furnished thereunder or pursuant thereto.

The Assignor. (i) represents and warrants that as of the date hereof its [Lender] [Certificate Holder] Commitment (without giving effect to assignments thereof which have not yet become effective) is $[_____________], ; and the aggregate outstanding aggregate principal balance amount of its [Loans] [Certificate Holder Amounts] Loans owing to it (without giving effect to assignments thereof which have not yet become effective) is $_____________] ; (ii) represents and warrants that it is duly authorized to execute this Assignment and Acceptance (biii) 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; (iv) makes no representation or warranty and assumes no responsibility (i) with respect to any statements, warranties or representations made in or in connection with any Operative Document the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Operative Document other instrument or document furnished pursuant thereto; and (v) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of any of its obligations under the Credit Agreement or any other instrument or document furnished thereunder or pursuant thereto, except that it represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of adverse claims, and (ii) with respect to the financial position of the Lessee or any Guarantor or the performance or observance by the Lessee or any Guarantor of any of their respective obligations under any Operative Document or any other instrument or document furnished thereunder or pursuant thereto.

The Assignor. (a) represents and warrants that as of the date hereof its [Lender] [Certificate HolderLessor] Commitment (without giving effect to assignments thereof which have not yet become effective) is $[______________ ], and the outstanding aggregate principal balance of its [Loans] [Certificate Holder Lessor Amounts] (without giving effect to assignments thereof which have not yet become effective) is $$ _____________] and (b) makes no representation or warranty and assumes no responsibility (i) with respect to any statements, warranties or representations made in or in connection with any Operative Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Operative Document or any other instrument or document furnished thereunder or pursuant thereto, except that it represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of adverse claims, and (ii) with respect to the financial position of the Lessee or any the Guarantor or the performance or observance by the Lessee or any the Guarantor of any of their respective obligations under any Operative Document or any other instrument or document furnished thereunder or pursuant thereto.

The Assignor. (i) represents and warrants that as of the date hereof its [Lender] [Certificate Holder] Commitment (without giving effect to assignments thereof which have not yet become effective) is $[_____________], and the outstanding aggregate principal balance of its [Loans] [Certificate Holder Amounts] (without giving effect to assignments thereof which have not yet become effective) is $_____________] _ [and its Maximum Canadian Commitment Amount is $___________]9 / and the aggregate outstanding principal amount (bincluding the face amount of Acceptances) makes of Advances owing to it (without giving effect to assignments thereof which 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) make no representation or warranty and assumes no responsibility (i) with respect to any statements, warranties warranties, or representations made in or in connection with any Operative Document the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Operative Document the Credit Agreement or any other instrument or document furnished thereunder or pursuant thereto, except that it represents ; (iv) makes no representation or warranty and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of adverse claims, and (ii) assumes no responsibility with respect to the financial position condition of the Lessee Company or any Guarantor the Canadian Borrowers or the performance or observance by the Lessee Company or any Guarantor the Canadian Borrowers of any of their respective obligations under any Operative Document the Credit Agreement or any other instrument or document furnished thereunder or pursuant thereto.

The Assignor. (a) represents and warrants that as of the date hereof its [Lender] [Certificate HolderLender][Lessor] Commitment (without giving effect to assignments thereof which have not yet become effective) is $[_____________], and the outstanding aggregate principal balance of its [Loans] [Certificate Holder Loans][Lessor Amounts] (without giving effect to assignments thereof which have not yet become effective) is $______[_______] and (b) makes no representation or warranty and assumes no responsibility (i) with respect to any statements, warranties or representations made in or in connection with any Operative Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Operative Document or any other instrument or document furnished thereunder or pursuant thereto, except that it represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of adverse claims, and (ii) with respect to the financial position of the Representative, Lessee or any Guarantor or the performance or observance by the Representative, any Lessee or any Guarantor of any of their 122 respective obligations under any Operative Document or any other instrument or document furnished thereunder or pursuant thereto.

The Assignor. represents and warrants that as of the date hereof its [Lender] [Certificate Holder] Commitment (without giving effect to assignments thereof which have not yet become effective) is $[_____________], and the outstanding aggregate principal balance of its [Loans] [Certificate Holder Amounts] (without giving effect to assignments thereof which have not yet become effective) is $_____________] and (b) makes no representation or warranty and assumes no responsibility (i) with respect to any statements, warranties or representations made in or in connection with any Operative Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Operative Document or any other instrument or document furnished thereunder or pursuant thereto, except that it represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of adverse claims, and (ii) with respect to the financial position of the Lessee or any the Guarantor or the performance or observance by the Lessee or any the Guarantor of any of their respective obligations under any Operative Document or any other instrument or document furnished thereunder or pursuant thereto.

The Assignor. The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder, (ii) such interest is free and clear of any lien, encumbrance or other adverse claim, (iii) as of the date hereof the amount of its [Lender] [Certificate Holder] Revolving Commitment and outstanding Revolving Loans is as set forth in Item 4 of Annex I, (without giving effect to assignments thereof which have not yet become effectiveiv) is $[_____________]it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the outstanding aggregate principal balance of its [Loans] [Certificate Holder Amounts] (without giving effect to assignments thereof which have not yet become effective) is $_____________] transactions contemplated hereby, and (bv) except as set forth in clauses (i)-(iv) above, makes no representation or warranty and assumes no responsibility (i) with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, any Operative other Credit Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any Operative other Credit Document or any other instrument or document furnished thereunder or pursuant thereto, except that it represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of adverse claims, and (iivi) makes no representation or warranty and assumes no responsibility with respect to the financial position condition of the Lessee or any Guarantor Consolidated Entities or the performance or observance by the Lessee or any Guarantor Consolidated Entities of any of their respective obligations under the Credit Agreement, any Operative other Credit Document or any other instrument or document furnished thereunder or pursuant thereto.

The Assignor. (i) represents and warrants that as of the date hereof its [Lender] [Certificate Holder] Commitment (without giving effect to assignments thereof which have not yet become effective) is $[_____________], ; and the aggregate outstanding aggregate principal balance amount of its [Loans] [Certificate Holder Amounts] Loans owing to it (without giving effect to assignments thereof which have not yet become effective) is $_____________] ; (ii) represents and warranties that it is duly authorized to execute this Assignment and Acceptance; (biii) 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; (iv) makes no representation or warranty and assumes no responsibility (i) with respect to any statements, warranties or representations made in or in connection with any Operative Document the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Operative Document other instrument or document furnished pursuant thereto; and (v) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of any of its obligations under the Credit Agreement or any other instrument or document furnished thereunder or pursuant thereto, except that it represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of adverse claims, and (ii) with respect to the financial position of the Lessee or any Guarantor or the performance or observance by the Lessee or any Guarantor of any of their respective obligations under any Operative Document or any other instrument or document furnished thereunder or pursuant thereto.