effect at all times
since the adoption thereof to and including the date hereof;
(d)
set forth on Exhibit D hereto is a list of duly elected and qualified
officers of the [Credit Party] holding the offices indicated next to their
respective names, and the signatures appearing opposite their respective names
are the true and genuine signatures of such officers, and each of such officers
is duly authorized to execute and deliver on behalf of the [Credit Party] the
Bridge Credit Agreement and each Credit Document to which it is a party and any
certificate or other document to be delivered by the [Credit Party] pursuant to
the Bridge Credit Agreement and each Credit Document; and
(e)
attached hereto as Exhibit E is a certificate of good standing for the
[Credit Party] from the Secretary of State of the State of Delaware, the [Credit
Party's] jurisdiction of [organization][incorporation], dated a recent date
prior to the Closing Date.
[Signature page to follow]
IN WITNESS WHEREOF, the undersigned has hereto set my name as of the date set
forth above.
By:
Name:
Title: Secretary
EXHIBIT C
FORM OF ASSIGNMENT AND ACCEPTANCE
This Assignment and Acceptance (the "Assignment and Acceptance") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each] [For bracketed language here and elsewhere in this form relating to
the Assignor(s), if the assignment is from a single Assignor, choose the first
bracketed language. If the assignment is from multiple Assignors, choose the
second bracketed language.] Assignor identified in item 1 below ([the][each, an]
"Assignor") and [the][each]. [For bracketed language here and elsewhere in this
form relating to the Assignor(s), if the assignment is from a single Assignor,
choose the first bracketed language. If the assignment is from multiple
Assignors, choose the second bracketed language.] 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] [Select as appropriate.]
hereunder are several and not joint.][Include bracketed language if there are
either multiple Assignors or multiple Assignees.] Capitalized terms used but not
defined herein shall have the meanings given to them in the Bridge Credit
Agreement identified below (as amended, the "Bridge Credit Agreement"), receipt
of a copy of which is hereby acknowledged by [the] [each] 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
Acceptance 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 Bridge 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