be certified at the
date of such continuation as if then made.
The Borrower has caused this Notice to be executed and delivered, and the
certification and warranties contained herein to be made, by their Authorized
Officers this __ day of __________, 20__.
CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.
By:
CatchMark Timber Trust, Inc., as
General Partner
By:
Name:
Title:
Exhibit C
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] 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 [the
Assignors][the Assignees] hereunder are several and not joint.] Capitalized
terms used but not defined herein shall have the meanings given to them in the
Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as
amended, the "Credit Agreement"), by and among CatchMark Timber Operating
Partnership, L.P., as the Borrower, the other Loan Parties party thereto from
time to time as Guarantors, certain financial institutions as Lenders and
CoBank, ACB, as Administrative Agent, Swingline Lender and Issuing Lender,
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. [Attached hereto is a
completed Administrative Questionnaire.]
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 Commitments identified below, and (ii) to the extent
permitted to be assigned under the 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