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 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]:
E-1
Assignment and Assumption
Assignee[s]
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify
Lender]]
Borrower(s):
Administrative Agent.
JPMorgan Chase Bank, N.A., as the administrative
agent under the Credit Agreement Credit Agreement.
Term Loan Agreement, dated
as of May 31, 2013, among Thermo Fisher Scientific Inc., the Designated Borrower
from time to time party thereto, the Lenders from time to time party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent.
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:
]4
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.]
4
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
TERM LOAN AGREEMENT DATED AS OF MAY 31, 2013, AMONG THERMO FISHER
SCIENTIFIC INC., THE DESIGNATED BORROWER FROM TIME TO TIME PARTY THERETO,
THE LENDERS FROM TIME TO TIME PARTY THERETO AND JPMORGAN CHASE BANK, N.A.,