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 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 the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned by [the] [any] Assignor to
[the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to
herein collectively as [the] [an] "Assigned Interest"). Each such sale and
assignment is without recourse to [the] [any] Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty
by [the] [any] Assignor.
1.
Assignor[s]:
________________________________
________________________________
2.
Assignee[s]:
________________________________
________________________________
[for each Assignee, indicate [Affiliate] [Approved Fund] of [identify Lender]]
3.
Borrower(s):
Intralinks, Inc., a Delaware Corporation
4.
Administrative Agent: JPMorgan Chase Bank, N.A., as the administrative agent
under the Credit Agreement
X-1
Assignment Agreement
5.
Credit Agreement: The Credit Agreement dated as of February 24, 2014, among
IntraLinks, Inc., a Delaware corporation ("Company"), IntraLinks Holdings, Inc.,
a Delaware corporation, the Lenders parties thereto, and JPMorgan Chase Bank,
N.A., as Administrative Agent and as Collateral Agent for Lenders, and the other
agents parties thereto
6.
Assigned Interest[s]:
Assignor[s]
Assignee[s]
Class of Term Loans Assigned
Aggregate
Amount of
Commitment/
Loans for all Lenders
Amount of Commitment/ Loans Assigned8
Percentage
Assigned of Commitment/
Loans
CUSIP Number
$
$
%
$
$
%
$
$
%
[7.
Trade Date: ________________________________]
Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]
X-2
Assignment Agreement
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR[S]
[NAME OF ASSIGNOR]
By: