Agent, and the other parties thereto;
WHEREAS, the Assignor desires to assign to the Assignee all or a portion of the
Assignor's Commitment under the Credit Agreement, all on the terms and
conditions set forth herein; and
WHEREAS, the [Borrower and the] Administrative Agent consent[s] to such
assignment on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged by the parties hereto, the parties hereto
hereby agree as follows:
Section 1. Assignment.
(a) Subject to the terms and conditions of this Agreement and in consideration
of the payment to be made by the Assignee to the Assignor pursuant to Section 2
of this Agreement, effective as of
, 20 (the "Assignment
Date") the Assignor hereby irrevocably sells, transfers and assigns to the
Assignee, without recourse, [a $
interest (such interest being
the "Assigned Commitment") in and to the Assignor's Commitment/$
of the Assignor's Loans (the "Assigned Loans")], and all of the other rights and
obligations of the Assignor under the Credit Agreement, such Assignor's Note,
and the other Loan Documents representing [
% in respect of the
aggregate amount of all Lenders' Commitments/
% in respect of the
aggregate amount of all Lenders' Loans], including, without limitation, a
principal amount of outstanding Loans equal to $
], all voting
rights of the Assignor associated with the [Assigned Commitment/Assigned Loans]
all rights to receive interest on such amount of Loans and all Fees with respect
to the [Assigned Commitment/Assigned Loans] and other rights of the Assignor
under the Credit Agreement and the other Loan Documents with respect to the
[Assigned Commitment/Assigned Loans], all as if the Assignee were an original
Lender under and signatory to the Credit Agreement having [a Commitment equal to
the amount of the Assigned Commitment/ Loans equal to the amount of the Assigned
Loans]. The Assignee, subject to the terms and conditions hereof, hereby assumes
all obligations of the Assignor with respect to the [Assigned
Commitment/Assigned Loans] as if the Assignee were an original Lender under and
signatory to the Credit Agreement having [a Commitment equal to the Assigned
Commitment/Loans equal to the Assigned Loans], which obligations shall include,
but shall not be limited to, the obligation of the Assignor to [make Loans to
the Borrower with respect to the Assigned Commitment and] the obligation to
indemnify the Administrative Agent as provided in the Credit Agreement (the
foregoing obligations, together with all other similar obligations more
particularly set forth in the Credit Agreement and the other Loan Documents,
shall be referred to hereinafter, collectively, as the "Assigned Obligations").
The Assignor shall have no further duties or obligations
A-1
with respect to, and shall have no further interest in, the Assigned Obligations
or [the Assigned Commitment/Assigned Loans] from and after the Assignment Date.
(b) The assignment by the Assignor to the Assignee hereunder is without recourse
to the Assignor. The Assignee makes and confirms to the Administrative Agent,
the Assignor, and the other