5
Form of Compliance Certificate
EXHIBIT D-1
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this
"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 Credit Agreement identified below (as amended, the
"Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the
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
set forth in Annex I hereto 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
NYDOCS02/1096760.4D - 1- 1
Form of Assignment and Assumption
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:
Avnet, Inc.
4.Administrative Agent: