and in certificates of
certain officers of the Pledged Stock Issuer and public officials; we have made
no independent inquiry or investigation as to such factual matters.
This opinion speaks only as of the date hereof. We have no continuing
obligations to inform you of changes in law or fact subsequent to the date
hereof or of facts of which we become aware after the date hereof or to update
this opinion in any other manner whatsoever.
This opinion is furnished solely to the addressees and is solely for their
benefit and the benefit of their assignees permitted by, and that become lenders
under, the Loan Agreement (and such assignees may rely on this opinion as if it
were addressed directly to them) in connection with the above transaction. This
opinion may not be relied upon for any other purpose, or relied upon by any
other person or entity for any purpose without our prior written consent.
Respectfully submitted,
E-5
Schedule 1
Material Agreements and Contracts
None.
E-6
EXHIBIT F
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]5
Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]6
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]7
hereunder are several and not joint.]8
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 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 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