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]:
2.
Assignee[s]:
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify
Lender]]
E-1
Assignment and Assumption
3.
Borrower:
Thermo Fisher Scientific Inc. 4.
Administrative Agent:
JPMorgan Chase Bank, N.A., as the administrative agent under the Credit
Agreement. 5.
Credit Agreement:
Bridge Credit Agreement, dated as of July
1, 2016, among Thermo Fisher Scientific Inc., the Lenders from time to time
party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. 6.
Assigned Interest[s]:
Assignor[s]
Assignees[s]
Facility
Assigned
Aggregate
Amount of
Commitment
For all
Lenders
Amount of
Commitment
Assigned
Percentage
Assigned of
Commitment
CUSIP
Number
Trade Date:
]3
Effective Date:
, 20
[TO BE INSERTED BY ADMINISTRATIVE AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]
[Remainder of page intentionally left blank.]
3
To be completed if the Assignor and the Assignee intend that the minimum
assignment amount is to be determined as of the Trade Date.
E-2
Assignment and Assumption
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR [NAME OF ASSIGNOR] By:
Title:
ASSIGNEE [NAME OF ASSIGNOR] By:
Title:
[Consented to and] Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:
Title:
[Consented to:] By:
Title:
E-3
Form of Assignment and Assumption
ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
BRIDGE CREDIT AGREEMENT DATED AS OF JULY 1, 2016, AMONG THERMO FISHER SCIENTIFIC
INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND JPMORGAN CHASE BANK, N.A.,
AS ADMINISTRATIVE AGENT.
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1. Representations and Warranties.
1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][[the relevant] Assigned Interest,
(ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or
other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Company, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Company, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.
1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has
full power and authority, and