D TO
TERM LOAN AND GUARANTY AGREEMENT
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Assignment") is dated as of the
Effective Date set forth below and is entered into by and between [the][each]
Assignor identified in item 1 below ([the][each, an] "Assignor") and [the][each]
Assignee identified in item 2 below ([the][each, an] "Assignee"). [It is
understood and agreed that the rights and obligations of such [Assignees][and
Assignors] hereunder are several and not joint.] Capitalized terms used but not
defined herein shall have the meanings given to them in the Term Loan Agreement
identified below (as it may be amended, restated, amended and restated,
supplemented and/or otherwise modified from time to time, the "Term Loan
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 as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the][each] Assignee, and [the][each] Assignee hereby irrevocably
purchases and assumes from [the][each] Assignor, subject to and in accordance
with the Standard Terms and Conditions and the Term Loan Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below, the
interest in and to all of [the][each] Assignor's rights and obligations under
the Term Loan Agreement and any other documents or instruments delivered
pursuant thereto that represents the amount and percentage interest identified
below of all of the [respective] Assignor's outstanding rights and obligations
under the Total Commitment identified below (including Letters of Credit and
Swing Line Loans) ([the][each, an] "Assigned Interest"). [Each][Such] sale and
assignment is without recourse to [the][any] Assignor and, except as expressly
provided in this Assignment and the Term Loan Agreement, without representation
or warranty by [the][any] Assignor.
1.
Assignor:
2.
Assignee:
3.
Borrower:
REV GROUP, INC. 4.
Administrative Agent:
ALLY BANK, as
the administrative agent under the Term Loan Agreement. 5.
Term Loan Agreement:
The Term Loan and Guaranty Agreement, dated as of
April 25, 2017 (as it may be amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the "Term Loan
Agreement"), by and among REV GROUP, INC., a Delaware corporation (the
"Borrower"), CERTAIN SUBSIDIARIES OF THE BORROWER party thereto from time to
time, as Guarantor Subsidiaries, the Lenders party thereto from time to time,
and ALLY BANK ("Ally"), as Sole Lead Arranger and Sole Book Running Manager, and
Ally as Administrative Agent and Collateral Agent.
6.
Assigned Interest:
Assignor
Assignee
Aggregate Amount of
Commitment/
Term Loans
for all Lenders
Amount of
Commitment/
Term Loans
Assigned
Percentage Assigned of
Commitment/
Term Loans
$
$
%
$
$
%
$
$
%
Effective Date:
, 201
[TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]
7.
Notice and Wire Instructions
[NAME OF ASSIGNOR]
[NAME OF ASSIGNEE]