and
including the date hereof;
(c)
attached hereto as Exhibit C is a true and complete copy of the
bylaws, limited liability company operating agreement or other comparable
organizational document, as applicable, of such Credit Party (the "Governing
Documents") as in effect at all times since the adoption thereof to and
including the date hereof; and
1
(d)
set forth on Exhibit D hereto is a list of the now duly elected
and qualified officers of such 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 such
Credit Party each Credit Document to which it is a party and any certificate or
other document to be delivered by such Credit Party pursuant to each Credit
Document.
[Signature pages follow]
2
IN WITNESS WHEREOF, the undersigned have hereto set our names as of the date set
forth above.
[
]
[
]
SCHEDULE I
Credit Parties
F-4
EXHIBIT A
Resolutions/Unanimous Written Consent
[see attached]
F-5
EXHIBIT B
Charter Documents
[see attached]
F-6
EXHIBIT C
Governing Documents
[see attached]
F-7
EXHIBIT D
Incumbency
Name
Office
Signature
F-8
EXHIBIT G
FORM OF ASSIGNMENT AND ACCEPTANCE
This Assignment and Acceptance (this "Assignment and Acceptance") 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 (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
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 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]
in respect of the Commitments and Loans identified below [including, without
limitation, Letters of Credit and Swingline Loans, as applicable)](5) and
(ii) to