a part of this 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 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 (including without limitation
any letters of credit, guarantees, and swingline 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]:
2.
Assignee[s]:
15
Include bracketed language if there are either multiple Assignors or
multiple Assignees.
[Assignee is an [Affiliate][Approved Fund] of [name of Lender]
3.
Borrower:
Varex Imaging Corporation
4.
Administrative Agent:
Wells Fargo Bank, National Association, as the administrative agent under the
Credit Agreement 5.
Credit Agreement:
Credit Agreement dated as of January
25, 2017 by and among Varex Imaging Corporation, a Delaware corporation (the
"Borrower"), the lenders from time to time party thereto and Wells Fargo Bank,
National Association, as administrative agent for the lenders (the
"Administrative Agent") 6.
Assigned Interest[s]:
Credit Facility
Assigned
Aggregate Amount of
Commitment/Loans for all
Lenders
Amount of
Commitment/Loans
Assigned
Percentage
Assigned of
Commitment/
Loans
$
$
%
$
$
%
$
$
%
[7.
TradeDate:
]16
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:
Name:
Title:
[NAME OF ASSIGNOR]