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 Facility (including without limitation any Guarantees included in the
Facility), 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:
Polycom, Inc.
4.Administrative Agent:
Morgan Stanley Senior Funding, Inc., as the administrative agent under the
Credit Agreement
5.Credit Agreement:
The Credit Agreement dated as of September [
], 2013 among Polycom, Inc., the
Guarantors party thereto, the Lender Parties party thereto, Morgan Stanley
Senior Funding, Inc., as Administrative Agent and as Collateral Agent, as
amended, amended and restated, supplemented or otherwise modified from time to
time
6.Assigned Interest[s]:
Assignor[s]
Assignee[s]
Aggregate Amount
of
Commitment/Loans
for all Lenders
Amount of
Commitment/Loans
Assigned
Percentage
Assigned of
Commitment/Loans 2
CUSIP
Number
$
$
%
$
$
%
$
$
%
[7. Trade Date:
]
2
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.
Exhibit C to Credit Agreement
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:
MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent
By:
Title:
[Signature Page]
Exhibit C to Credit Agreement
[Consented to:
POLYCOM, INC., as Borrower
By:
Title:] 3
3
To be added unless a Default has occurred and is continuing.
[Signature Page]
Exhibit C to Credit Agreement
ANNEX 1
$250 MILLION SENIOR SECURED FACILITIES
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1. Representations and Warranties.
1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is