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
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 in the amount[s]
and equal to the percentage interest[s] identified below of all the outstanding
rights and obligations under the respective facilities identified below
(including, without limitation, the Letters of Credit and the Swing Line Loans
included in such facilities) 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]:
______________________________
______________________________
[Assignor [is][is not] a Defaulting Lender.]
2.
Assignee[s]:
______________________________
______________________________
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]
3.
Borrower:
CLARCOR INC., a Delaware corporation
4.
Administrative Agent:
Bank of America, N.A., as the administrative agent
under the Credit Agreement
5.
Credit Agreement:
Credit Agreement, dated as of April 5, 2012, among CLARCOR
INC., the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and an L/C Issuer
6.
Assigned Interest[s]:
Assignor[s]
Assignee[s]
Aggregate Amount
of Commitment
for all Lenders
Amount of
Commitment
Assigned*
Percentage
Assigned of
Commitment
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.]
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR[S]:
[NAME OF ASSIGNOR]
By:
Title:
[NAME OF ASSIGNOR]
By:
Title:
ASSIGNEE[S]:
[NAME OF ASSIGNEE]
By:
Title:
[NAME OF ASSIGNEE]
By:
Title:
[Consented to and] Accepted:
BANK OF