a Default or an Event of Default, nor do I have any
knowledge of the existence of any such condition or event as of the date of this
Certificate [except, if such condition or event existed or exists, describe the
nature and period of existence thereof and what action the Borrowers have taken,
are taking and propose to take with respect thereto].
4. As of the date of this Certificate, the Applicable Margin, Commitment Fee
rate and calculations determining such figures are set forth on the attached
Schedule 1. The Borrowers and their Subsidiaries are in compliance with (a) the
financial covenants contained in Article X of the Credit Agreement as shown on
such Schedule 1 and (b) the other covenants and restrictions contained in the
Credit Agreement.
[Signature Page Follows]
E-1
WITNESS the following signature as of the day and year first written above.
ACI WORLDWIDE, INC. By:
Name:
Title:
E-2
Schedule 1
to
Officer's Compliance Certificate
[To be provided by Borrower in form acceptable to Administrative Agent]
Schedule 1-1
EXHIBIT F
[FORM OF]
ASSIGNMENT AND ASSUMPTION
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 on the Schedules hereto as "Assignor" or
"Assignors" (collectively, the "Assignors" and each an "Assignor") and
[the][each]2 Assignee identified on the Schedules hereto as "Assignee" or
"Assignees" (collectively, the "Assignees" and 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 Second Amended
and Restated Credit Agreement identified below (as amended, restated,
supplemented or otherwise modified, 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
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 (including without limitation
any letters of credit, guarantees, and swingline loans included in such
facilities) and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action