rights and obligations
of [the Assignors][the Assignees] hereunder are several and not joint.]
1. For an agreed consideration, [the][each] Assignor hereby irrevocably sells
and assigns to [the Assignee][the respective Assignees], without recourse to
[the][each] Assignor, and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], without recourse to
[the][each] Assignor and subject to and in accordance with the terms and
conditions set forth herein and in the Credit Agreement, as of the Effective
Date, (a) 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 on Schedule 1 of all of such outstanding rights and
obligations of [the Assignor][the respective Assignors] respecting the
facilities contained in the Credit Agreement, and (b) 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 their respective capacities as Lenders)] against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (a)
above (the rights and obligations sold and assigned by [the][any] Assignor to
[the][any] Assignee pursuant to clauses (a) and (b) above being referred to
herein collectively as [the][an] "Assigned Interest[s]"). Each such sale and
assignment is without recourse to [the][any] Assignor and, except as expressly
provided in this Assignment Agreement, without representation or warranty by
[the][any] Assignor.
2. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such]
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim, (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment Agreement and to consummate
the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and
(b) makes no representation or warranty and assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Credit Document, (ii) the
execution, legality,
Exhibit 11.3 - Page 1
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Credit Document or any other instrument or document
furnished pursuant thereto, (iii) the financial condition of the Borrower, any
of its Subsidiaries or Affiliates or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under the Credit Agreement