hereof
or the application of the proceeds thereof, or the issuance of any Letter of
Credit or Foreign Credit Instrument to occur on the date hereof, as applicable.
9.
There is no proceeding for the dissolution or liquidation of the
Company or threatening its existence.
IN WITNESS WHEREOF, I have hereunto set my hand this
day of September,
2007.
[NAME OF LOAN PARTY]
By:
Name:
Title:
I, the undersigned, [Secretary/Assistant Secretary] of the Company, do hereby
certify that:
10.
[Name of Person making above certifications] is the duly elected
and qualified [President/Executive Vice President/Chief Financial Officer] of
the Company and the signature above is his genuine signature.
11.
The certifications made by [name of Person making above
certifications] in Items 2, 3, 4, 5, 6, 7, 8 and 9 above are true and correct.
IN WITNESS WHEREOF, I have hereunto set my hand this
day of September,
2007.
[NAME OF LOAN PARTY]
By:
Name:
Title:
(1)
The Parent Borrower brings down the
representations and warranties for each Loan Party, and each other Loan Party
brings down the representations and warranties made by it.
EXHIBIT C
[FORM OF]
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each] Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each] Assignee identified in item 2 below ([the][each, an] "Assignee").
[It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees] hereunder are several and not joint.] Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of
which is hereby acknowledged by the Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including, without limitation,
the Letters of Credit and the Swingline Loans included in such facilities) and
(ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of [the Assignor (in its capacity as
a Lender)][the respective Assignors (in