Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire.

ASSIGNMENT AND ASSUMPTION. The [[Organization D:Organization]] hereby sells and assigns to the [[Organization C:Organization]], and the [[Organization C:Organization]] hereby purchases and assumes from the [[Organization D:Organization]], an interest in and to the [[Organization D:Organization]]’s rights and obligations under the Loan Agreement and the other Loan Documents in the amount and Pro Rata Share specified in Item 2 of [Schedule 1] of all outstanding rights and obligations under the Loan Agreement and the other Loan Documents. The Pro Rata Share of the [[Organization C:Organization]] and the [[Organization D:Organization]], after giving effect to this Assignment Agreement, is set forth in Item 3 of [Schedule 1].

“Sale Motion” means the Debtors’ Motion for Entry of Orders (A)(I) Establishing Bidding Procedures Relating to the Sale of Assets, # Establishing Procedures Relating to the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, Including Notice of Proposed Cure Amounts, # Establishing Procedures in Connection with the Selection and Protections Afforded to Any Stalking Horse Bidders, # Approving Form and Manner of Notice Relating Thereto, # Scheduling a Hearing to Consider the Proposed Sale, and # Granting Related Relief; and (B)(I) Approving the Sale of Assets Free and Clear of All Liens, Claims, Encumbrances and Interests, # Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and # Granted Related Relief Docket No. 85.

“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of [Exhibit A].

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.

it arises out of a sale to a Customer on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or such sale is evidenced by chattel paper;

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Georgia.

duly executed Assignment and Assumption of Lease, which shall be countersigned by Purchaser at Closing, in form mutually acceptable between the parties (“Assignment and Assumption of Lease”);

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of [Exhibit F] or such other form as shall be approved by the Administrative Agent.

Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of [Sections 2.14, 2.15, 2.16 and 9.03]3]3]3]). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph # of this Section.