any changes in law, facts or any other development known
to or reasonably knowable by such assignee at such time, (b) such reliance shall
not constitute a reissuance of the opinions expressed herein or otherwise extend
any limitations applicable hereto on the date hereof, and (c) in no event shall
any permitted assignee have any greater rights with respect hereto than either
the original addressees of this opinion letter on the date hereof or than its
assignor.
You may refer to and produce a copy of this opinion letter in connection with
the review of the Transaction by a regulatory agency having supervisory
authority over you, in connection with the assertion of a claim or defense as to
which this opinion letter is relevant and necessary and in response to a court
order.
I authorize Perkins Coie LLP, special counsel to the Borrower, to rely on this
opinion respecting matters covered by or relating to the laws of the State of
Wisconsin.
Sincerely,
Michelle Y. Yun
Attorney
EXHIBIT 9.7
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption (the "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][2] 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 Credit Agreement identified below (as amended, the "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 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 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