Assignment and
Assumption") is dated as of the Effective Date set forth below and is entered
into by and between [the][each]11 Assignor identified in item 1 below
([the][each, an] "Assignor") and the Assignee identified in item 2 below (the
"Assignee"). [It is understood and agreed that the rights and obligations of the
Assignors hereunder are several and not joint.]12 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
for Affiliate Assignment and Assumption set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Affiliate 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, and the 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 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 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 Affiliate Assignment and
Assumption, without representation or warranty by [the][any] Assignor.
1. Assignor[s]: ______________________________
______________________________
11
For bracketed language here and elsewhere in this form relating to the
Assignor(s), if the assignment is from a single Assignor, choose the first
bracketed language. If the assignment is from multiple Assignors, choose the
second bracketed language.
12
Include bracketed language if there are either multiple Assignors.
Exhibits
Term Loan Credit Agreement
PG&E Corporation
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[Assignor [is] [is not] a Defaulting Lender]
2. Assignee: PG&E Corporation
3.