_______________________ Dollars ($________________) in immediately available
funds, and (d) Assignee has delivered to Agent Bank in immediately available
funds the Three Thousand Five Hundred Dollar ($3,500.00) assignment fee in
accordance with Section 10.10b of the Credit Agreement.
Interest accrued but
remaining unpaid on the portion of the outstanding principal balance under the
Credit Facility which is allocable to the Assigned Interest assigned hereby and
is owing to Assignor as of the Effective Date shall be prorated to the Effective
Date and disbursed by Agent Bank to Assignor and Assignee, as applicable, from
the next payment of accrued interest under the Revolving Credit Note.
2
4.
On the Effective Date, the respective
aggregate Syndication Interests of the Lenders in the Credit Facility shall be
as set forth on the Schedule of Lenders' Proportions in Credit Facility, a copy
of which is marked "Schedule 2.01(a)" affixed hereto and by this reference
incorporated herein and made a part hereof, which shall restate the Schedule of
Lenders' Proportions in Credit Facility attached as Schedule 2.01(a) to the
Credit Agreement, and all previous amendments and reinstatements thereof, for
the purpose of showing the Assigned Interest as a decrease in Assignor's
applicable Syndication Interest and evidencing Assignee's applicable Syndication
Interest in the Credit Facility.
5.
Assignor represents and warrants that:
A.
(I) IT IS THE OWNER OF THE ASSIGNED INTEREST BEING ASSIGNED AND
TRANSFERRED HEREUNDER FREE AND CLEAR OF ANY LIENS OR OTHER CHARGES OF ANY KIND
CREATED BY OR THROUGH ASSIGNOR, (II) IT IS DULY ORGANIZED AND EXISTING AND HAS
THE FULL POWER AND AUTHORITY TO TAKE, AND HAS TAKEN, ALL ACTION NECESSARY TO
EXECUTE AND DELIVER THIS ASSIGNMENT AND ANY OTHER DOCUMENTS REQUIRED OR
PERMITTED TO BE EXECUTED OR DELIVERED BY IT IN CONNECTION WITH THIS ASSIGNMENT
AND TO FULFILL ITS OBLIGATIONS HEREUNDER, (III) NO NOTICES TO, OR CONSENTS,
AUTHORIZATIONS OR APPROVALS OF, ANY PERSON ARE REQUIRED (OTHER THAN ANY ALREADY
GIVEN OR HEREBY OBTAINED) FOR ITS DUE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS ASSIGNMENT, AND APART FROM ANY AGREEMENTS OR UNDERTAKING OR FILINGS
REQUIRED BY THE CREDIT AGREEMENT, NO FURTHER ACTION BY, OR NOTICE TO, OR FILING
WITH, ANY PERSON IS REQUIRED OF IT FOR SUCH EXECUTION, DELIVERY OR PERFORMANCE;
AND (IV) THIS ASSIGNMENT HAS BEEN DULY EXECUTED AND DELIVERED BY IT AND
CONSTITUTES ITS LEGAL, VALID AND BINDING OBLIGATIONS, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH THE TERMS HEREOF, SUBJECT, AS TO ENFORCEMENT, TO BANKRUPTCY,
INSOLVENCY, MORATORIUM, REORGANIZATION AND OTHER LAWS OF GENERAL APPLICATION
RELATING TO OR AFFECTING CREDITORS' RIGHTS AND TO GENERAL EQUITABLE PRINCIPLES.
B.
ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO
RESPONSIBILITY WITH RESPECT TO ANY STATEMENTS, WARRANTIES OR REPRESENTATIONS
MADE IN OR IN CONNECTION WITH THE CREDIT AGREEMENT OR THE EXECUTION, LEGALITY,
VALIDITY, ENFORCEABILITY, GENUINENESS, SUFFICIENCY OR VALUE OF THE CREDIT
AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED
PURSUANT THERETO.
ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY IN CONNECTION
WITH, AND ASSUMES NO RESPONSIBILITY WITH RESPECT TO, THE SOLVENCY, FINANCIAL
CONDITION OR STATEMENTS OF THE