it is a party and any certificate or other
document to be delivered by the Certifying Loan Party pursuant to the Loan
Documents to which it is a party:
[Remainder of Page Intentionally Left Blank]
Name
Office
Signature
IN WITNESS WHEREOF, the undersigned has hereunto set his/her name as of the date
first written above.
Name:
Title:
I, [Name], [Title] of the Certifying Loan Party, hereby certify, solely in the
capacity of an officer of the Certifying Loan Party and not as an individual, as
of the date first-above written, that [__] was validly appointed to the office
of and is the [Secretary] [Assistant Secretary] of the Certifying Loan Party and
that the signature set forth above is his/her authentic signature.
Name:
Title:
EXHIBIT N
FORM OF LEGAL OPINION OF MCGUIREWOODS LLP
See Attached.
Exhibit Omitted.
EXHIBIT O
FORM OF LEGAL OPINION OF CMS VON ERLACH PONCET LTD.
See attached.
Exhibit Omitted.
EXHIBIT P
FORM OF 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]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, restated, amended and
restated, extended, supplemented or otherwise modified in writing from time to
time, 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 in the amount[s]
and equal to the percentage interest[s] identified below of all of the
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including, without limitation,
the Letters of Credit, the Swingline Loans and the Euro Swingline Loans included
in such facilities) 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