7.01(l):
$___________
B.
Consolidated Tangible Net Worth [as of the last day of the fiscal
quarter of the financial statements delivered pursuant to the last Compliance
Certificate delivered]:
$___________
C.
Percentage of Obligations Secured by Liens in effect permitted by
Section 7.01(l) (Line IV.A.÷ Line IV.B):
___________
Not in Excess of:
20%
D-3
IV.
Section 7.03(c) - Indebtedness Analysis [if applicable]
A.
Outstanding Indebtedness of Subsidiaries permitted by Section 7.03(c):
$___________
B.
Consolidated Tangible Net Worth [as of the last day of the fiscal
quarter of the financial statements delivered pursuant to the last Compliance
Certificate delivered]:
$___________
C.
Percentage of Permitted Indebtedness (Line V.A. ÷ Line V.B.):
___________
Not in Excess of:
20% V.
Section 7.05(g) - Other Permitted Dispositions Analysis [if
applicable]
A.
Aggregate Book Value of all Dispositions (permitted by Section 7.05(g)):
$___________
B.
Total Book Value of the Assets of the Parent and its Subsidiaries [as of
the last day of the fiscal quarter of the financial statements delivered
pursuant to the last Compliance Certificate delivered]:
$___________
C.
Percentage of Book Value of all Dispositions to Total Book Value of all
Assets
(Line VI.A. ÷ Line VI.B.)
___________
Not in Excess of:
20%
D-4
EXHIBIT E
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]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]1 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]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to
them in the Amended and Restated 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 Credit Agreement (including, without limitation, the Letters of Credit
and the Swing Line Loans included in the facility thereunder5) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes
of action