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• Assignment Clause

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Assignment clause defined.

Assignment clauses are legally binding provisions in contracts that give a party the chance to engage in a transfer of ownership or assign their contractual obligations and rights to a different contracting party.

In other words, an assignment clause can reassign contracts to another party. They can commonly be seen in contracts related to business purchases.

Here’s an article about assignment clauses.

Assignment Clause Explained

Assignment contracts are helpful when you need to maintain an ongoing obligation regardless of ownership. Some agreements have limitations or prohibitions on assignments, while other parties can freely enter into them.

Here’s another article about assignment clauses.

Purpose of Assignment Clause

The purpose of assignment clauses is to establish the terms around transferring contractual obligations. The Uniform Commercial Code (UCC) permits the enforceability of assignment clauses.

Assignment Clause Examples

Examples of assignment clauses include:

• Example 1 . A business closing or a change of control occurs
• Example 2 . New services providers taking over existing customer contracts
• Example 3 . Unique real estate obligations transferring to a new property owner as a condition of sale
• Example 4 . Many mergers and acquisitions transactions, such as insurance companies taking over customer policies during a merger

Here’s an article about the different types of assignment clauses.

Assignment Clause Samples

Sample 1 – sales contract.

Assignment; Survival .  Neither party shall assign all or any portion of the Contract without the other party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that either party may, without such consent, assign this Agreement, in whole or in part, in connection with the transfer or sale of all or substantially all of the assets or business of such Party relating to the product(s) to which this Agreement relates. The Contract shall bind and inure to the benefit of the successors and permitted assigns of the respective parties. Any assignment or transfer not in accordance with this Contract shall be void. In order that the parties may fully exercise their rights and perform their obligations arising under the Contract, any provisions of the Contract that are required to ensure such exercise or performance (including any obligation accrued as of the termination date) shall survive the termination of the Contract.

Reference :

Security Exchange Commission - Edgar Database,  EX-10.29 3 dex1029.htm SALES CONTRACT , Viewed May 10, 2021, <  https://www.sec.gov/Archives/edgar/data/1492426/000119312510226984/dex1029.htm >.

Sample 2 – Purchase and Sale Agreement

Assignment . Purchaser shall not assign this Agreement or any interest therein to any Person, without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. Notwithstanding the foregoing, upon prior written notice to Seller, Purchaser may designate any Affiliate as its nominee to receive title to the Property, or assign all of its right, title and interest in this Agreement to any Affiliate of Purchaser by providing written notice to Seller no later than five (5) Business Days prior to the Closing; provided, however, that (a) such Affiliate remains an Affiliate of Purchaser, (b) Purchaser shall not be released from any of its liabilities and obligations under this Agreement by reason of such designation or assignment, (c) such designation or assignment shall not be effective until Purchaser has provided Seller with a fully executed copy of such designation or assignment and assumption instrument, which shall (i) provide that Purchaser and such designee or assignee shall be jointly and severally liable for all liabilities and obligations of Purchaser under this Agreement, (ii) provide that Purchaser and its designee or assignee agree to pay any additional transfer tax as a result of such designation or assignment, (iii) include a representation and warranty in favor of Seller that all representations and warranties made by Purchaser in this Agreement are true and correct with respect to such designee or assignee as of the date of such designation or assignment, and will be true and correct as of the Closing, and (iv) otherwise be in form and substance satisfactory to Seller and (d) such Assignee is approved by Manager as an assignee of the Management Agreement under Article X of the Management Agreement. For purposes of this Section 16.4, “Affiliate” shall include any direct or indirect member or shareholder of the Person in question, in addition to any Person that would be deemed an Affiliate pursuant to the definition of “Affiliate” under Section 1.1 hereof and not by way of limitation of such definition.

Security Exchange Commission - Edgar Database,  EX-10.8 3 dex108.htm PURCHASE AND SALE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1490985/000119312510160407/dex108.htm >.

Sample 3 – Share Purchase Agreement

Assignment . Neither this Agreement nor any right or obligation hereunder may be assigned by any Party without the prior written consent of the other Parties, and any attempted assignment without the required consents shall be void.

Security Exchange Commission - Edgar Database,  EX-4.12 3 dex412.htm SHARE PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1329394/000119312507148404/dex412.htm >.

Sample 4 – Asset Purchase Agreement

Assignment . This Agreement and any of the rights, interests, or obligations incurred hereunder, in part or as a whole, at any time after the Closing, are freely assignable by Buyer. This Agreement and any of the rights, interests, or obligations incurred hereunder, in part or as a whole, are assignable by Seller only upon the prior written consent of Buyer, which consent shall not be unreasonably withheld. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Security Exchange Commission - Edgar Database,  EX-2.1 2 dex21.htm ASSET PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1428669/000119312510013625/dex21.htm >.

Sample 5 – Asset Purchase Agreement

Assignment; Binding Effect; Severability

This Agreement may not be assigned by any party hereto without the other party’s written consent; provided, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee its right to purchase all or a portion of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Security Exchange Commission - Edgar Database,  EX-2.4 2 dex24.htm ASSET PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1002047/000119312511171858/dex24.htm >.

Common Contracts with Assignment Clauses

Common contracts with assignment clauses include:

• Real estate contracts
• Sales contract
• Asset purchase agreement
• Purchase and sale agreement
• Bill of sale
• Assignment and transaction financing agreement

Assignment Clause FAQs

Assignment clauses are powerful when used correctly. Check out the assignment clause FAQs below to learn more:

What is an assignment clause in real estate?

Assignment clauses in real estate transfer legal obligations from one owner to another party. They also allow house flippers to engage in a contract negotiation with a seller and then assign the real estate to the buyer while collecting a fee for their services. Real estate lawyers assist in the drafting of assignment clauses in real estate transactions.

What does no assignment clause mean?

No assignment clauses prohibit the transfer or assignment of contract obligations from one part to another.

What’s the purpose of the transfer and assignment clause in the purchase agreement?

The purpose of the transfer and assignment clause in the purchase agreement is to protect all involved parties’ rights and ensure that assignments are not to be unreasonably withheld. Contract lawyers can help you avoid legal mistakes when drafting your business contracts’ transfer and assignment clauses.

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UCP 600 and Letters of Credit | Trade Finance Global 2024 Guide

Ucp600 and letters of credit, ucp 600 (uniform customs & practice for documentary credits) - what does ucp 600 mean, ucp 600 and the letter of credit.

The Uniform Customs & Practice for Documentary Credits (UCP 600) is a set of rules agreed by the International Chamber of Commerce, which apply to finance institutions which issue Letters of Credit – financial instruments helping companies finance trade. Many banks and lenders are subject to this regulation, which aims to standardise international trade, reduce the risks of trading goods and services, and govern trade.

The UCP 600 (“Uniform Customs & Practice for Documentary Credits”) is the official publication which is issued by the International Chamber of Commerce (ICC). It is a set of 39 articles  on issuing and using Letters of Credit, which applies to 175 countries around the world, constituting some $1 trillion USD of trade per year.

What’s the purpose of UCP 600?

The UCP 600 replaced the UCP 500 on the 1st July 2007. It was brought about to standardise a set of rules aiming to benefit all parties during a trade finance transaction. UCP 600 was created by industry experts, and mandated by the Banking Commission, rather than through legislation. The first UCP was created in 1933 and has been revised by the ICC up to the point of the UCP 600.

Is the UCP 600 legally binding?

The UCP 600 rules are voluntarily incorporated into contracts and have to be specifically outlined in trade finance contracts in order to apply. They also allow flexibility for the international parties involved.

An accompaniment to the UCP 600 is the International Standard Banking Practice for the Examination of Documents under Documentary Credits (ISBP), ICC Publication 745. It assists with understanding whether a document complies with the terms of Letters of Credit.

Credits that are issued and governed by UCP 600 will be interpreted in line with the entire set of 39 articles contained in UCP 600. However, exceptions to the rules can be made by express modification or exclusion.

The UCP 600 are the most successful rules ever developed in relation to trade and most Letters of Credit are subject to them. At the recent  ICC UK Winter Trade Finance Conference , there was a special programme which addressed the UCP 600. This looked at recent developments in industry practice and ICC policy, as well as a review of the latest Banking Commission Opinions.

Part 1 - What is a Letter of Credit and what are the benefits to its users?

Summary of the ucp 600.

Here are a few of the key elements which make up the UCP 600:

• Definition of key terms which are prevalent in international trade (e.g. honouring [of payments], applicants, banking days, presentation)
• How international trade documents (Letters of Credit) can be signed and acknowledged by all parties
• The difference between documents, goods and services (and which parties deal with these)
• Which parts of a Letter of Credit are negotiable and non-negotiable
• How credit works, and how payment is made
• How banks can communicate the confirmation of goods (teletransmission)
• Transportation of the goods, modes of transport, and who bears responsibility
• How to deal with discrepancies, waivers and giving notice
• The provision of original documents or electronic copies
• Bills of Lading
• Insurance and covering the cost of goods
• Loss of shipping documents in transit

Will the UCP 600 be revised?

At Trade Finance Global, many people ask whether the UCP 600 will be revised. The UCP 600 is a set of rules developed by the International Chamber of Commerce on the issuance and governance of Letters of Credit, which account for a significant proportion of global trade finance transactions.

The UCP 600 has taken over 3 years to develop

When looking at the UCP 600, it is important to look at the market environment and general notes about the current guidelines. It is general consensus that UCP 600 will not be revised any time soon. Some of the reasons for this and general notes about the UCP are outlined below:

• there was a 14 year gap between UCP 500 and UCP 600;
• The consulting group was established with 41 members from 26 countries, who held meetings on over 15 occasions
• Over 5000 comments were received and reviewed once the first draft of the UCP 600 came about, being unanimously approved in October 2006
• UCP 600 is doing relatively well and works most of the time, there have been a low number of disputes, usually centred around some ambiguous wording that could not be agreed when the UCP 600 was drafted;

The big question is, if it were to be revised,

• who would draft it and who in the market has the expertise to do so;
• revision would take time and be at a high cost;
• there is a lot of regulatory uncertainty in the market and policy would need to be drafted before any advancement of the documents;
• it is unknown what will happen to various sanctions that are operating in the market;
• the ISBP is used to clarify points and there are further opinions that do the same; and
• the system will never be perfect as there will always need to be compromise – it covers over 150 trading countries and needs to reflect the commercial and legal realities.

Part 2 - Explanation of the UCP 600 rules and history of UCP

Part 3 - evolution of ucp 600 rules – will we see ucp 700 rules.

Trade Finance Global interviewed Pradeep Taneja, Managing Director of Taneja Global Trade Consulting, Bahrain and Co-Chairman and Board member of ICC Bahrain to learn more about Letters of Credit. To read this inteview, click here .

Electronic UCP (eUCP)

In 2019, the International Chamber of Commerce also released an updated supplement for the electronic rules (eRules) of the Uniform Customs & Practice for Documentary Credits. TFG covered the key changes for V2.0 of the eUCP rules, which can be found here .

Summary of the Key Articles in the ICC UCP 600

Articles 1 – 5  – General Provisions and Definitions

Articles 6 – 13  – Liabilities and Responsibilities

Articles 14 –  Examination of Documents

Article 15 – 17 –  Examination of Documents

Articles 18 – 28  – Documents

Articles 29 – 33  – Miscellaneous Provisions

Articles 34 – 37  – Disclaimers

Articles 38 – 39  – Transferable Credit & Assignment

What’s the difference between UCP 600 and UCP 500?

The UCP 500, was revised in 1993, a process which reviewed and overhauled opinions, decisions, URR525, ISP98 and eUCP.

Seven key articles were amended.

In comparison to UCP 500,

• New terminology added, concepts & wording introduced
• Reorganisation of the rules
• Substantive & cosmetic changes
• Improved clarity, yet created new ambiguity

Download our UCP600 Infographic (Free UCP PDF 2020)

UCP600 PDF Infographic:

NEXT >> Problems with Letters of Credit

Part 4 - 3 tips for using UCP 600 rules in Letters of Credit

What about the eucp.

ICC Update on UCP

Recently, the ICC updated eUCP 600 rules (eRules), to accelerate the digitilisation of trade finance. Trade Finance Global have published the updates on the eRules for ‘eUCP 600’, which are supplementary rules to these UCP 600 rules. Find out more here .

Videos you might like

Download our free Letters of Credit guide by filling in the form below:

1 | Introduction to the Letter of Credit 2 | Types of Credit 3 | UCP 600 and the Letter of Credit 4 |  UCP 600 – Ultimate Guide 5 | Benefits of Letters of Credit 6 | Handling Document Discrepancies 7 | Restricted Letters of Credit 8 | Letters of Credit vs Bank Guarantees 9 | Standby Letters of Credit 10 | Sight Letters of Credit 11 | eUCP Explained 12 | URC 522 and eURC 13 | SWIFT Messaging Types 14 | Research 15 | BAFT & TFG Guide 16 | Parties Involved 17 | Letters of Credit Rules 18 | ISBP 821 19 | Financial Crime, Fraud and Sanctions 20 | Presentation of Documents 21 | Dispute Resolution 22 | Digitalisation and the Future

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About the Author

Deepesh Patel is Editorial Director at Trade Finance Global (TFG). In this role, Deepesh leads efforts in developing TFG’s brand, relationships and strategic direction in key markets, including the UK, US, Singapore, Dubai and Hong Kong.

Deepesh regularly chairs and speaks at international industry events with the WTO, BCR, Excred, TXF, The Economist and Reuters, as well as industry associations including ICC, FCI, ITFA, ICISA and BAFT.

Deepesh is the host of the ‘Trade Finance Talks’ podcast and ‘Trade Finance Talks TV’. He is co-author of ‘Blockchain for Trade: A Reality Check’ with the ICC and the WTO, alongside other industry research.

In addition to his work at TFG, Deepesh is a Strategic Advisor for WOA, and works closely with ITFA. He also sits on the Fintech Working Group of the Standardised Trust.

Prior to TFG, Deepesh worked at Travelex where he was responsible for the cards business and the Travelex Money app in Europe, NAM, UK and Brazil. Deepesh is Chair of Governors and co-opted LA Governor of the Wyvern Federation, which has responsibility for 5 primary schools in South London.

§ 5-114. Assignment of Proceeds.

(a) In this section, "proceeds of a letter of credit" means the cash, check, accepted draft, or other item of value paid or delivered upon honor or giving of value by the issuer or any nominated person under the letter of credit . The term does not include a beneficiary's drawing rights or documents presented by the beneficiary.

(b) A beneficiary may assign its right to part or all of the proceeds of a letter of credit. The beneficiary may do so before presentation as a present assignment of its right to receive proceeds contingent upon its compliance with the terms and conditions of the letter of credit .

(c) An issuer or nominated person need not recognize an assignment of proceeds of a letter of credit until it consents to the assignment.

(d) An issuer or nominated person has no obligation to give or withhold its consent to an assignment of proceeds of a letter of credit, but consent may not be unreasonably withheld if the assignee possesses and exhibits the letter of credit and presentation of the letter of credit is a condition to honor .

(e) Rights of a transferee beneficiary or nominated person are independent of the beneficiary's assignment of the proceeds of a letter of credit and are superior to the assignee's right to the proceeds.

(f) Neither the rights recognized by this section between an assignee and an issuer , transferee beneficiary , or nominated person nor the issuer's or nominated person's payment of proceeds to an assignee or a third person affect the rights between the assignee and any person other than the issuer, transferee beneficiary, or nominated person. The mode of creating and perfecting a security interest in or granting an assignment of a beneficiary's rights to proceeds is governed by Article 9 or other law. Against persons other than the issuer, transferee beneficiary, or nominated person, the rights and obligations arising upon the creation of a security interest or other assignment of a beneficiary's right to proceeds and its perfection are governed by Article 9 or other law.

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What Is a Transferable Letter of Credit?

How transferable letters of credit work, obtaining a transferable letter of credit, transferable letter of credit vs. confirmed letter of credit, the bottom line.

• Credit & Debt
• Definitions N - Z

What Is a Transferable Letter of Credit? Definition & Advantages

Julia Kagan is a financial/consumer journalist and former senior editor, personal finance, of Investopedia.

A transferable letter of credit is a letter of credit that allows the first beneficiary to transfer some or all of the credit to another party, creating a secondary beneficiary. The party that initially accepts the transferable letter of credit from the bank is referred to as the first, or primary, beneficiary, while the party that applied for the letter of credit is the applicant. A transferable letter of credit is often used in business deals to ensure payment to a supplier or manufacturer and is an alternative to making an advance payment .

Key Takeaways

• A transferable letter of credit permits an initial beneficiary to transfer some or all of the credit they are due to another party. 
• Transferable letters of credit are used in certain business deals to ensure that payment is made to a supplier or manufacturer.
• The parties involved in a transferable letter of credit, in addition to the bank, are the applicant (the buyer of goods or services), the first beneficiary (such as a retailer or broker), and the second beneficiary (such as a supplier or manufacturer).

A letter of credit is a document provided by a bank, guaranteeing that a seller will receive the money a buyer has promised to pay it for goods or services in a particular transaction. If the buyer fails to do so, the bank can become responsible for paying.

For example, sellers of manufactured goods often require a letter of credit guaranteeing that they will receive the money they are due—on time and for the full, correct amount—before proceeding to fill a customer's order. The buyer applies to a bank to obtain the letter of credit and pays a fee to compensate the bank for the risk it is taking.

Letters of credit are often used in transactions between importers and exporters. As the U.S. Department of Commerce explains, "Letters of credit (LCs) are one of the most secure instruments available to international traders.... An LC is useful when reliable credit information about a foreign buyer is difficult to obtain, but the exporter is satisfied with the creditworthiness of the buyer's foreign bank. An LC also protects the buyer since no payment obligation arises until the goods have been shipped as promised."

A transferable letter of credit includes an additional provision making some or all of the credit that the bank is guaranteeing transferable to another party, known as the secondary beneficiary. The secondary beneficiary might, for example, be a supplier that the seller (the first beneficiary) is relying on to provide the goods that they are selling. In this type of arrangement, the first beneficiary is serving as a sort of middleman between the supplier and the buyer. There can be more than one secondary beneficiary.

Transferable letters of credit, like other credit letters, are used in both domestic and international commerce.

Letters of credit are available from many banks, particularly those with an international presence.

The approval process for letters of credit, both transferable and non-transferable, is similar to applying for a bank loan. The buyer must submit a credit application , including details on their income, assets, and existing debts, as well as the transaction itself. The bank will analyze that information as part of its underwriting process . Underwriting is the procedure banks follow to assess how much risk a particular borrower poses and make a decision on whether to extend them credit—and, if so, at what cost.

With a letter of credit, the borrower isn't taking an actual loan. Instead, the letter of credit guarantees that the bank is willing to issue a loan for a specified amount to the borrower if one is needed to cover the payment promised to the seller.

A transferable letter of credit can be a more convenient option for a buyer than a confirmed letter of credit . That's because the buyer is only required to deal with one bank for a transferable letter of credit.

With a confirmed letter of credit, however, the buyer must obtain two letters of credit, with the second letter guaranteeing the first one. Confirmed letters of credit can be required by a seller in the event that the first bank defaults on repayment. The second bank will typically be a bank that the seller is familiar with. Confirmed letters are common in international trade and may involve banks in more than one country.

What Is a Commercial Letter of Credit?

With a commercial letter of credit, the bank makes payment directly to the beneficiary (typically the seller in a transaction) by releasing the buyer's funds when the beneficiary has fulfilled its obligations. This contrasts with a standby letters of credit , in which the bank pays the seller directly only if the buyer fails to do so.

What Is a Back-to-Back Letter of Credit?

A back-to-back letter of credit refers to two separate letters of credit issued for the same transaction when a middleman is involved. The buyer will provide a letter of credit to the middleman (such as a re-seller or broker), assuring them that they'll be paid. Based on the first letter, the middleman can then provide a separate letter of credit to their supplier (such as a manufacturer). The two letters ensure that all parties get paid.

What Is a Revolving Letter of Credit?

A revolving letter of credit is one that provides a sum of credit that can be used over a series of transactions. It is often useful when a buyer and seller (such as an importer and an exporter) have an ongoing relationship. With a revolving letter of credit, the buyer doesn't have to get a new letter of credit each time.

What Is a Credit Facility?

A credit facility refers to a loan made to a borrower who can then access the funds as needed rather than all at once. Revolving credit is one example of a credit facility.

What Does a Letter of Credit Cost?

Banks typically charge a percentage of the amount of money they are guaranteeing for a letter of credit, but the fee can also vary based on the applicant's creditworthiness. A review of lender websites shows fees generally ranging from about 0.75% to 2%.

Letters of credit are an important tool in business transactions between buyers and sellers, especially if the parties are in different countries or have not had a long relationship and built up trust. Transferable letters assure both sellers and their suppliers that they will be paid for their goods and services if they deliver as promised. Buyers must pay for letters of credit, but they often facilitate deals that wouldn't be possible otherwise.

Export-Import Bank of the United States. " How Does a Letter of Credit Work and What Is It? "

U.S. Department of Commerce International Trade Administration. " Trade Finance Guide: A Quick Reference for U.S. Exporters ," Page 4.

U.S. Department of Commerce International Trade Administration. " Trade Finance Guide: A Quick Reference for U.S. Exporters ," Page 8.

Cornell Law School Legal Information Institute. " Credit Facility ."

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Letters of Credit: Types

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• Practical Law

Standard documents and clauses with drafting notes: Finance

Practical law uk help and information notes 8-202-3067  (approx. 17 pages), introduction, term sheets.

• Term sheet: bilateral
• Term sheet: bilateral acquisition finance facilities
• Term sheet: syndicated
• Term sheet: syndicated acquisition finance facilities
• Term sheet: syndicated term loan, pre-export finance facility

Commitment letters

• Commitment letter: arranging and underwriting mandate
• Commitment letter: arranging mandate
• Commitment letter: joint arranging and underwriting mandate
• Commitment letter: joint arranging mandate
• Material adverse change clause (including market MAC wording) for a mandate letter

Facility agreements

• Facility agreement
• Facility agreement: intra-group
• Facility agreement: loan from a director or shareholder
• Facility agreement: management buyouts
• Facility agreement: short-form
• On-demand facility agreement: intra-group
• Overdraft facility agreement

Additional clauses

• Capitalised interest and commitment fees provisions
• Facility agreements: anti-corruption provisions: Facility agreement provisions
• Financial covenants: capital expenditure restriction
• Material adverse change (MAC) provisions for a facility agreement
• Profit share provisions
• Revolving facility agreement provisions

Corporate authorisations and assurances

• Board minutes: borrower approving facility agreement
• Board minutes: borrower approving facility agreement and debenture
• Board resolutions: Borrower ratifying facility agreement
• Board resolutions: Borrower ratifying facility agreement and debenture
• Board minutes: declarations of interest
• Director's certificate
• Director's certificate: short form for use with amendment or amendment and restatement agreement
• Legal opinion: Officer's certificate
• Solvency certificate

Amendment, assignment and novation

• Amendment agreement
• Amendment and restatement agreement
• Amendment and waiver letters: Agent confirmation
• Amendment letter
• Amendment request: borrower to lender
• Assignment of loan
• Novation of loan
• Waiver clause

Subordination

• Intercreditor deed for secured debt
• Intercreditor deed for unsecured debt

Retention accounts

• Retention account: escrow letter: asset acquisitions
• Retention account: instructions to escrow bank: acquisitions
• Loan note certificate (share consideration)

• Loan note instrument (share consideration)

Other documents

• Condition precedent waiver letter
• Conditions precedent satisfaction letter: lender's lawyers to the lender
• Conditions precedent satisfaction letter: lender to borrower
• Confidentiality agreement: lending
• Consent letter
• Consent request: borrower to lender
• Consent request: borrower to lender (new borrowing and security with new lender)
• Demand for loan repayment
• Drawdown request
• Effective date letter: lender to borrower
• Financial covenants: facility agreement
• Legal opinion: English borrower foreign law governed unsecured bilateral facility agreement
• Legal opinion: English borrower secured bilateral loan facility
• Legal opinion: English borrower unsecured bilateral loan facility
• Legal opinion: Foreign borrower unsecured bilateral loan facility
• Legal opinion from non-English lawyer: English company and foreign law documents
• Legal opinion from non-English lawyer: foreign company and English law documents
• Legal opinion from non-English lawyer: foreign company and foreign law document
• Legal opinion: Immunity
• Process agent letter
• Promissory note
• Reservation of rights letter: facility agreement
• Restatement date letter: lender to borrower
• Undertaking to hold completion monies
• Waiver and consent letter
• Waiver and consent request: borrower to lender
• Waiver letter
• Waiver request: borrower to lender

Guarantees and bonds

• Guarantee and indemnity: payment obligation
• ABI model form of guarantee bond
• Advance payment bond
• Bond: default performance bond for a construction project
• On demand performance bond
• Standby letter of credit
• Board minutes: guarantor approving guarantee and indemnity
• Comfort letter - binding
• Comfort letter - non-binding
• Deed of consent: guarantor consent to amendments of the guaranteed obligations

• Etridge letter confirming independent advice about mortgage
• Written resolution of members under Companies Act 2006 (approving a guarantee)

Security and quasi security

• Debenture: all monies wording
• Debenture: third party security wording
• Legal mortgage: all monies wording
• Legal mortgage over property from a company securing specific monies (own liabilities)
• Mortgage agreement with individual borrower: residential property, not by way of business
• Supplemental legal mortgage
• Third party legal mortgage over property from a company securing specific liabilities
• Mortgage of shares
• Mortgage of shares: Mortgage of certificated shares and securities
• Mortgage of shares: Mortgage of shares and securities held in CREST

Other assets

• Mortgage of chattels
• Mortgage of patents
• Security assignment of contractual rights
• Charge over bank account
• Charge over shares
• Charge over shares: Charge over certificated shares and securities
• Charge over shares: Charge over shares and securities held in CREST

Registration of charges

• Covering letter to be sent to Companies House with form MR01 (company incorporated in England and Wales)
• Covering letter to be sent with Form MG01 (for a company incorporated in England and Wales)
• Board minutes: third party security provider approving third party security document
• Comfort letter - non binding
• Written resolution of members under Companies Act 2006 (amending articles where share security is taken)
• Written resolution of members under Companies Act 2006 (approving third party security)

Priority and subordination

• Deed of priority
• Deed of priority: mutual consultation obligation on enforcement
• Deed of confirmation: existing security
• Deed of indemnity: appointment of non-administrative receivers

• Deed of substituted security

• Notice and acknowledgement of security interest over insurance policy
• Undertaking to hold a deed of release
• Undertaking to hold title deeds

Acquisition finance

• Board minutes: borrower completion minutes for an acquisition finance transaction (bilateral)
• Undertaking to stamp stock transfer form

Asset finance

• Ship finance facility provisions: conditions precedent
• Ship finance facility provisions: definitions
• Ship finance facility provisions: events of default

Debt capital markets

Emtn programme.

• EMTN dealer confirmation
• EMTN deed of covenant
• EMTN procedures memorandum
• EMTN trust deed

Corporate authorisations

• Board minutes: bond issue
• Board minutes: ECP programme establishment
• Board minutes: EMTN programme drawdown
• Board minutes: EMTN programme establishment
• Board minutes: EMTN programme updates and amendments

Derivatives

• Notice of default and early termination under ISDA® Master Agreement
• Notice of early termination amount under ISDA® Master Agreement
• Notice of failure to pay or deliver under ISDA® Master Agreement

Project finance

• Project finance facility provisions: conditions precedent
• Project finance facility provisions: definitions
• Project finance facility provisions: covenants (information, budget preparation, reporting and access undertakings)
• Project finance facility provisions: covenants (operational undertakings)
• Project finance facility provisions: events of default
• Project finance facility provisions: representations and warranties

Real estate finance

• Certificate confirming works completed and request for payment
• Conditions precedent: real estate finance
• Consent request: borrower to lender (variations to development documents)
• Development (construction) finance provisions: facility agreement
• Duty of care agreement
• Events of default: real estate finance
• Financial covenants: real estate finance

Restructuring and insolvency

Structured finance.

• True sale legal opinion

Trade finance

Performance bonds.

• On demand bid bond

Letters of credit and standby credit

• Letter of credit
• Irrevocable documentary credit application form
• Standard clause for payment for goods by letter of credit

Jurisdiction and governing law

• Governing law
• Jurisdiction

General boilerplate

• Assignment and other dealings
• Boilerplate agreement
• Boilerplate agreement: short form
• Ordinary power of attorney: specific power
• Public sector boilerplate provisions

Execution formalities

• Execution formalities: administrative receivers
• Execution formalities: administrators
• Execution formalities: attorneys under a power of attorney
• Execution formalities: charities
• Execution formalities: Companies Act companies
• Execution formalities: Companies Act companies: pre-1 October 2009
• Execution formalities: individuals
• Execution formalities: limited liability partnerships: pre-1 October 2009
• Execution formalities: limited liability partnerships: 1 October 2009
• Execution formalities: limited partnerships formed under the Limited Partnerships Act 1907
• Execution formalities: liquidators
• Execution formalities: non-Companies Act corporations
• Execution formalities: other receivers
• Execution formalities: overseas companies
• Execution formalities: partnerships
• Execution formalities: private trusts

Company administration

• Consent to short notice of a general meeting
• Notice of general meeting: listed company
• Notice of general meeting: unlisted company
• Proxy form: listed company
• Proxy form: unlisted company
• Resolution (board): approval of form and sending of a written resolution of members
• Resolution (member): altering a company's objects or articles of association
• Skeleton board minutes (transactional)
• Skeleton print of resolutions passed at a general meeting (including an AGM)
• United Kingdom

21 February 2023

Letter of Credit [LC] Explained with Process & Example

There are several uncertainties that arise when buyers and sellers across the globe engage in maritime trade operations. Some of these uncertainties revolve around delayed payments, slow deliveries, and financing-related issues, among others. The sheer distances involved in international trade, different laws and regulations, and changing political landscape are just some of the reasons for sellers needing a guarantee of payment when they deliver goods through the maritime route to their sellers. Letters of credit were introduced to address this by adding a third party like a financial institution into the transaction to mitigate credit risks for exporters.

• What is a Letter of Credit?

A letter of credit or LC is a written document issued by the importer’s bank (opening bank) on importer’s behalf. Through its issuance, the exporter is assured that the issuing bank will make a payment to the exporter for the international trade conducted between both the parties.

The importer is the applicant of the LC, while the exporter is the beneficiary. In an LC, the issuing bank promises to pay the mentioned amount as per the agreed timeline and against specified documents.

A guiding principle of an LC is that the issuing bank will make the payment based solely on the documents presented, and they are not required to physically ensure the shipping of the goods. If the documents presented are in accord with the terms and conditions of the LC, the bank has no reason to deny the payment.

• Why is Letter of Credit important?

A letter of credit is beneficial for both the parties as it assures the seller that he will receive his funds upon fulfillment of terms of the trade agreement and the buyer can portray his creditworthiness and negotiate longer payment terms, by having a bank back the trade transaction.

• Features / Characteristics of letter of credit

A letter of credit is identified by certain principles. These principles remain the same for all kinds of letters of credit. The main characteristics of letters of credit are as follows:

Negotiability

A letter of credit is a transactional deal, under which the terms can be modified/changed at the parties assent. In order to be negotiable, a letter of credit should include an unconditional promise of payment upon demand or at a particular point in time.

Revocability

A letter of credit can be revocable or irrevocable. Since a revocable letter of credit cannot be confirmed, the duty to pay can be revoked at any point of time. In an irrevocable letter of credit, all the parties hold power, it cannot be changed/modified without the agreed consent of all the people.

Transfer and Assignment

A letter of credit can be transferred, also the beneficiary has the right to transfer/assign the LC. The LC will remain effective no matter how many times the beneficiary assigns/transfers the LC.

Sight & Time Drafts

The beneficiary will only receive the payment upon maturity of letter of credit from the issuing bank when he presents all the drafts & the necessary documents.

• Documents required for a Letter of Credit
• Shipping Bill of Lading
• Airway Bill
• Commercial Invoice
• Insurance Certificate
• Certificate of Origin
• Packing List
• Certificate of Inspection
• How does Letter of Credit Work?

LC is an arrangement whereby the issuing bank can act on the request and instruction of the applicant (importer) or on their own behalf. Under an LC arrangement, the issuing bank can make a payment to (or to the order of) the beneficiary (that is, the exporter). Alternatively, the issuing bank can accept the bills of exchange or draft that are drawn by the exporter. The issuing bank can also authorize advising or nominated banks to pay or accept bills of exchange.

Fee and charges payable for an LC

There are various fees and reimbursements involved when it comes to LC. In most cases, the payment under the letter of credit is managed by all parties. The fees charged by banks may include:

Opening charges, including the commitment fees, charged upfront, and the usance fee that is charged for the agreed tenure of the LC.

Retirement charges are payable at the end of the LC period. They include an advising fee charged by the advising bank, reimbursements payable by the applicant to the bank against foreign law-related obligations, the confirming bank’s fee, and bank charges payable to the issuing bank.

Parties involved in an LC

Main parties involved:

Applicant An applicant (buyer) is a person who requests his bank to issue a letter of credit.

Beneficiary A beneficiary is basically the seller who receives his payment under the process.

Issuing bank The issuing bank (also called an opening bank) is responsible for issuing the letter of credit at the request of the buyer.

Advising bank The advising bank is responsible for the transfer of documents to the issuing bank on behalf of the exporter and is generally located in the country of the exporter.

Other parties involved in an LC arrangement:

Confirming bank The confirming bank provides an additional guarantee to the undertaking of the issuing bank. It comes into the picture when the exporter is not satisfied with the assurance of the issuing bank.

Negotiating bank The negotiating bank negotiates the documents related to the LC submitted by the exporter. It makes payments to the exporter, subject to the completeness of the documents, and claims reimbursement under the credit.

(Note:- Negotiating bank can either be a separate bank or an advising bank)

Reimbursing bank The reimbursing bank is where the paying account is set up by the issuing bank. The reimbursing bank honors the claim that settles the negotiation/acceptance/payment coming in through the negotiating bank.

Second Beneficiary The second beneficiary is one who can represent the original beneficiary in their absence. In such an eventuality, the exporter’s credit gets transferred to the second beneficiary, subject to the terms of the transfer.

What is the process of getting an LC?

The process of getting an LC consists of four primary steps, which are enlisted here:

Step 1 - Issuance of LC

After the parties to the trade agree on the contract and the use of LC, the importer applies to the issuing bank to issue an LC in favor of the exporter. The LC is sent by the issuing bank to the advising bank. The latter is generally based in the exporter’s country and may even be the exporter’s bank. The advising bank (confirming bank) verifies the authenticity of the LC and forwards it to the exporter.

Step 2 - Shipping of goods

After receipt of the LC, the exporter is expected to verify the same to their satisfaction and initiate the goods shipping process.

Step 3 - Providing Documents to the confirming bank

After the goods are shipped, the exporter (either on their own or through the freight forwarders ) presents the documents to the advising/confirming bank.

Step 4 - Settlement of payment from importer and possession of goods

The bank, in turn, sends them to the issuing bank and the amount is paid, accepted, or negotiated, as the case may be. The issuing bank verifies the documents and obtains payment from the importer. It sends the documents to the importer, who uses them to get possession of the shipped goods.

What is an example of an LC?

Suppose Mr. A (an India based exporter) has a sales contract with Mr. B (an importer from Australia) for delivering a batch of medical equipment to the latter. Both parties being unknown to each other, decide to go for an LC arrangement. Company B applies for a letter of credit with a bank in Australia. The document assures Mr. A of the payment in exchange for the shipment of the cargo. From this point on, this is how a letter of credit transaction would unveil between Mr. A & Mr. B:-

• Mr. B (buyer) goes to their bank, that is, the issuing bank or opening bank, and requests to issue an LC.
• The issuing bank further processes the LC to the advising bank (A's India-based bank).
• The advising bank checks the authenticity of the LC and sends it to Mr. A.
• Now Mr. A will ship the goods.
• Furthermore, they will send specific trade documents, including the bill of lading, to the negotiating bank.
• The negotiating bank will make sure that all requirements are fulfilled and make the payment to Mr. A.
• Additionally, the negotiating bank will send all the necessary documents, including the bill of lading, to the issuing bank.
• The issuing bank will send these documents to Mr. B (Buyer) to confirm their authenticity.
• After the confirmation of shipment, Company B completes the payment to Company A in India.
• And the issuing bank will pass on the funds to the negotiating bank.
• If Company B is not able to furnish the required funds, their issuing bank completes payment on their behalf.

To understand the process clearly refer to this image:

• Letter of credit Sample Format

• Types of Letter of Credit

Following are the most commonly used or known types of letter of credit:-

• Revocable Letter of Credit
• Irrevocable Letter of Credit
• Confirmed Letter of Credit
• Unconfirmed Letter of Credit
• LC at Sight
• Usance LC or Deferred Payment LC
• Back to Back LC
• Transferable Letter of Credit
• Un-transferable Letter of Credit
• Standby Letter of Credit
• Freely Negotiable Letter of Credit
• Revolving Letter of Credit
• Red Clause LC
• Green Clause LC

To understand each type in detail read the article, Types of letter of credit used in International Trade .

What is the application process for an LC?

Importers have to follow a specific procedure to follow for the application of LCs. The process is listed here:

• After a sales agreement is created and signed between the importer and the exporter, the importer applies to their bank to draft a letter of credit in favor of the exporter.
• The issuing bank (importer’s bank) creates a letter of credit that matches the terms and conditions of the sales agreement before sending it to the exporter’s bank.
• The exporter and their bank need to evaluate the creditworthiness of the issuing bank. After doing so and verifying the letter of credit, the exporter’s bank approves and sends the document to the importer.
• After that, the exporter manufactures and ships the goods as per the agreed timeline. A shipping line or freight forwarder assists with the delivery of goods.
• Along with the goods, the exporter also submits documents to their bank for compliance with the sales agreement.
• After approval, the exporter’s bank then sends these complying documents to the issuing bank.
• Once the documents are reviewed, the issuing bank releases the payment to the exporter and sends the documents to the importer to collect the shipment.

What are the Benefits of an LC?

A letter of credit is beneficial for both parties as it assures the seller that they will receive their funds upon fulfillment of the terms of the trade agreement, while the buyer can portray his creditworthiness and negotiate longer payment terms by having a bank back the trade transaction.

Letters of credit have several benefits for both the importer and the exporter. The primary benefit for the importer is being able to control their cash flow by avoiding prepayment for goods. Meanwhile, the chief advantage for exporters is a reduction in manufacturing risk and credit risk. Ultimately, since the trade deals are often international, there are factors like location, distance, laws, and regulations of the involved countries that need to be taken into account. The following are advantages of a letter of credit explained in detail.

LC reduces the risk of late-paying or non-paying importers There might be instances when the importer changes or cancels their order while the exporter has already manufactured and shipped the goods. The importers could also refuse payment for the delivered shipments due to a complaint about the goods. In such circumstances, a letter of credit will ensure that the exporter or seller of the goods receives their payment from the issuing bank. This document also safeguards if the importer goes into bankruptcy.

LC helps importers prove their creditworthiness Small to midsize businesses do not have vast reserves of capital for managing payments for raw materials, equipment, or any other supplies. When they are in a contract to manufacture a product and send it to their client within a small window, they cannot wait around to free up capital for buying supplies. This is where letters of credit come to their rescue. A letter of credit helps them with important purchases and serves as proof to the exporter that they will fulfill the payment obligations, thus avoiding any transaction and manufacturing delays.

LCs help exporters with managing their cash flow more efficiently A letter of credit also ensures that payment is received on time for the exporters or sellers. This is especially important if there is a huge period of time between the delivery of goods and payment for them. Ensuring timely payments through the letter of credit will go a long way in helping the exporters manage their cash flow. Furthermore, sellers can obtain financing between the shipment of goods and receipt of payment, which can provide an additional cash boost in the short term.

• Bank guarantee vs letter of credit

A Bank guarantee is a commercial instrument. It is an assurance given by the bank for a non-performing activity. If any activity fails, the bank guarantees to pay the dues. There are 3 parties involved in the bank guarantee process i.e the applicant, the beneficiary and the banker.

Whereas, a Letter of Credit is a commitment document. It is an assurance given by the bank or any other financial institution for a performing activity. It guarantees that the payment will be made by the importer subjected to conditions mentioned in the LC. There are 4 parties involved in the letter of credit i.e the exporter, the importer, issuing bank and the advising bank (confirming bank).

Things to consider before getting an LC

A key point that exporters need to remind themselves of is the need to submit documents in strict compliance with the terms and conditions of the LC. Any sort of non-adherence with the LC can lead to non-payment or delay and disputes in payment.

The issuing bank should be a bank of robust reputation and have the strength and stability to honor the LC when required.

Another point that must be clarified before availing of an LC is to settle the responsibility of cost-bearing. Allotting costs to the exporter will escalate the cost of recovery. The cost of an LC is often more than that of other modes of export payment. So, apart from the allotment of costs, the cost-benefit of an LC compared to other options must also be considered.

FAQs on Letter of Credit

1. is letter of credit safe.

Yes. Letter of Credit is a safe mode of payment widely used for international trade transactions.

2. How much does it cost for a letter of credit?

Letters of credit normally cost 1% of the amount covered in the contract. But the cost may vary from 0.25% to 2% depending on various other factors.

3. Can a letter of credit be cancelled?

In most cases letters of credit are irrevocable and cannot be cancelled without the agreed consent of all parties.

4. Can a letter of credit be discounted?

A letter of credit can be discounted. While getting an LC discounted the supplier or holde of LC should verify whether the issuing bank is on the approved list of banks, with the discounting bank. Once the LC is approved, the discounting bank releases the funds after charging a certain amount as premium.

5. Is a letter of credit a not negotiable instrument?

A letter of credit is said to be a negotiable instrument, as the bank has dealings with the documents and not the goods the transaction can be transferred with the assent of the parties.

6. Are letters of credit contingent liability?

It would totally depend on future circumstances. For instance, if a buyer is not in a condition to make the payment to the bank then the bank has to bear the cost and make the arrangement on behalf of the buyer.

7. A letter of credit is with recourse or without recourse?

A 'without recourse' letter of credit to the beneficiary is a confirmed LC. Whereas an unconfirmed or negotiable letter of credit is 'with recourse' to the beneficiary.

8. Who is responsible for letters of credit?

The issuing bank takes up the responsibility to complete the payment if the importer fails to do so. If it is a confirmed letter of credit, then the confirming bank has the responsibility to ensure payment if the issuing bank and importers fail to make the payment.

The Uniform Customs and Practice for Documentary Credits (UCP) describes the legal framework for all letters of credit. The current version is UCP600 which stipulates that all letters will be irrevocable until specified.

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Siddhi Parekh

Finance manager at drip capital.

Table of Content

• Letter of Credit - Process
• Letter of Credit with Example

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Contract Assignment Agreement

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This Contract Assignment Agreement document is used to transfer rights and responsibilities under an original contract from one Party, known as the Assignor, to another, known as the Assignee. The Assignor who was a Party to the original contract can use this document to assign their rights under the original contract to the Assignee, as well as delegating their duties under the original contract to that Assignee. For example, a nanny who as contracted with a family to watch their children but is no longer able to due to a move could assign their rights and responsibilities under the original service contract to a new childcare provider.

How to use this document

Prior to using this document, the original contract is consulted to be sure that an assignment is not prohibited and that any necessary permissions from the other Party to the original contract, known as the Obligor, have been obtained. Once this has been done, the document can be used. The Agreement contains important information such as the identities of all parties to the Agreement, the expiration date (if any) of the original contract, whether the original contract requires the Obligor's consent before assigning rights and, if so, the form of consent that the Assignor obtained and when, and which state's laws will govern the interpretation of the Agreement.

If the Agreement involves the transfer of land from one Party to another , the document will include information about where the property is located, as well as space for the document to be recorded in the county's official records, and a notary page customized for the land's location so that the document can be notarized.

Once the document has been completed, it is signed, dated, and copies are given to all concerned parties , including the Assignor, the Assignee, and the Obligor. If the Agreement concerns the transfer of land, the Agreement is then notarized and taken to be recorded so that there is an official record that the property was transferred.

Applicable law

The assignment of contracts that involve the provision of services is governed by common law in the " Second Restatement of Contracts " (the "Restatement"). The Restatement is a non-binding authority in all of U.S common law in the area of contracts and commercial transactions. Though the Restatement is non-binding, it is frequently cited by courts in explaining their reasoning in interpreting contractual disputes.

The assignment of contracts for sale of goods is governed by the Uniform Commercial Code (the "UCC") in § 2-209 Modification, Rescission and Waiver .

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Assignment Agreement, Assignment of Contract Agreement, Contract Assignment, Assignment of Contract Contract, Contract Transfer Agreement

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Home Business Assignment Agreement

Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

• Effective Date:  The document must indicate when the transfer of rights and obligations occurs.
• Parties:  Include the full name and address of the assignor, assignee, and obligor (if required).
• Assignment:  Provide details that identify the original contract being assigned.
• Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
• Signatures:  Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

Related Documents

• Purchase Agreement : Outlines the terms and conditions of an item sale.
• Business Contract : An agreement in which each party agrees to an exchange, typically involving money, goods, or services.
• Lease/Rental Agreement : A lease agreement is a written document that officially recognizes a legally binding relationship between two parties -- a landlord and a tenant.
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The document above is a sample. Please note that the language you see here may change depending on your answers to the document questionnaire.

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Syndicated Loan Agreement Toolkit | Practical Law

Syndicated Loan Agreement Toolkit

Practical law toolkit w-017-3472  (approx. 12 pages), practice notes: overview.

• Commitment Letters Overview: Lending
• Covenant-Lite Loans: Overview
• Fee Letters Overview: Lending
• Guaranties: Overview
• Letters of Credit in Financing Transactions: Overview
• Loan Agreement: Overview
• Middle Market Lending: Overview
• Security: Overview
• Term Sheets Overview: Lending

Practice Notes

• Assignments and Participations of Loans
• Closing a Loan Transaction
• Conditions Precedent in a Loan Transaction
• Confidentiality Agreements: Lending
• Debt Finance: Debt Securities Versus Syndicated Loans
• Defaulting Lenders
• Due Diligence: Lending
• Events of Default: Cross-Default Versus Cross-Acceleration
• Finance Fundamentals: Assignments Versus Participations
• Finance Fundamentals: Broadly Syndicated Loans Versus Middle Market Loans
• Finance Fundamentals: Business MAC Versus Company MAC Versus Market MAC Clauses
• Finance Fundamentals: Commitment Fees Versus Facility Fees Versus Utilization Fees
• Finance Fundamentals: Cross-Default Versus Cross-Acceleration
• Finance Fundamentals: Joint and Several Liability
• Finance Fundamentals: LIBOR
• Finance Fundamentals: Restricted Versus Unrestricted Subsidiaries in Loan Agreements
• Finance Fundamentals: Swingline Facilities
• Guide to ERISA Provisions in Credit and Financing Agreements
• Insurance Issues for Lenders in Secured Loan Transactions
• Intellectual Property Issues: Lending
• Investment Company Act of 1940 Exceptions: Guide for Transactional Lawyers
• Investment Grade Loans
• Lender's Remedies and Enforcement Issues
• Loan Agreement: Affirmative Covenants
• Loan Agreement: Amendments
• Loan Agreement: Events of Default
• Loan Agreement: Expenses and Indemnification
• Loan Agreement: Financial Covenants
• Loan Agreement: Negative Covenants
• Loan Agreement: Prepayment and Commitment Reduction Provisions
• Loan Agreement: Representations and Warranties
• Loan Agreement: Set-off Rights
• Preparing Loan Agreement Schedules
• Regulation FD, Material Nonpublic Information, and the Syndicated Loan Market
• Sponsor/Lender Negotiating Considerations in US Acquisition Finance
• UCC Creation, Perfection and Priority of Security Interests
• USA PATRIOT ACT and Know Your Customer Requirements for Lenders

Standard Documents

• Allocation Confirmation
• Assignment and Assumption: Multiple Assignments of Loans
• Assignment and Assumption: Single Assignment of Loans
• Borrowing Request
• Commitment Letter: Lending (Syndicated Loan)
• Confidentiality Agreement: Lending
• Due Diligence Request List: Lending
• Funding Indemnity Letter
• In-House Counsel Legal Opinion for Loan Transactions (Syndicated Transactions)
• Lender Commitment: From Lender to Agent
• Note: Competitive Bid Loan
• Note: Revolving Credit Loan
• Note: Swingline Loan
• Note: Term Loan
• Officer's Certificate: Lending
• Payoff Letter
• Pledge Agreement (Syndicated Loan)
• Resolutions (Lending): Borrower
• Resolutions (Lending): Omnibus Subsidiary Guarantor (Corporation)
• Resolutions (Lending): Omnibus Subsidiary Guarantor (Limited Partnership)
• Resolutions (Lending): Omnibus Subsidiary Guarantor (LLC)
• Resolutions (Lending): Parent Guarantor
• Resolutions (Lending): Subsidiary Guarantor
• Secretary's Certificate: Lending
• Security Agreement
• Solvency Certificate: Lending
• Standby Letter of Credit
• Term Sheet: Syndicated Loan, Senior Secured Credit Facilities
• Unanimous Written Consent of the Board of Directors

Standard Clauses

• Commitment Letter: Company Material Adverse Change Clause
• Commitment Letter: "SunGard" Clause
• ERISA Provisions for Credit and Financing Agreements (Borrower-Friendly)
• ERISA Provisions for Credit and Financing Agreements (Lender-Friendly)
• Loan Agreement: Administrative Agency Clauses
• Loan Agreement: Administrative Agent's Clawback Provisions
• Loan Agreement: Assignment and Participation Clauses
• Loan Agreement: Boilerplate Provisions
• Loan Agreement: Borrowing Mechanics
• Loan Agreement: Capitalized (or PIK) Interest (Syndicated Transaction)
• Loan Agreement: Change of Control Event of Default
• Loan Agreement: Conditions Precedent
• Loan Agreement: Confidentiality Clause
• Loan Agreement: Covenant Event of Default
• Loan Agreement: Cross-Acceleration Event of Default
• Loan Agreement: Cross-Default Event of Default
• Loan Agreement: Defaulting Lenders Clauses
• Loan Agreement: Equity Cure Clause
• Loan Agreement: Letters of Credit Clauses
• Loan Agreement: Limitation on Capital Expenditures Negative Covenant
• Loan Agreement: Limitation on Debt Negative Covenant
• Loan Agreement: Limitation on Dispositions Negative Covenant
• Loan Agreement: Limitation on Investments Negative Covenant
• Loan Agreement: Limitation on Liens Negative Covenant
• Loan Agreement: Limitation on Restricted Payments Negative Covenant
• Loan Agreement: Limitation on Transactions with Affiliates Negative Covenant
• Loan Agreement: MAC Event of Default
• Loan Agreement: Right of Set-off Clause
• Loan Agreement: Standard Definitions
• Loan Agreement: Taxes
• Board of Directors Package: Summary of Key Loan Documents
• Closing a Loan Transaction Checklist
• Due Diligence Checklist: Lending
• Lender Concerns in Acquisition Agreements Checklist: Acquisition Finance
• Lending Timeline
• Loan Covenant Checklist: Restricted Payments

Assignment clause samples

Assignment . Assignor assigns to Assignee all of Assignor’s right, title, and interest in and to the Purchase Agreement, as amended.

03/25/2020 (Lodging Fund REIT III, Inc.)

to the contrary (a) Manager shall not be obligated to return or refund to Lender any Management Fee or other fee, commission or other amount already received by Manager prior to the occurrence of the Event of Default, and to which Manager was entitled under this Assignment and (b) in the event Operating Lessee loses possession of the Property in connection with exercise by Lender of its rights or remedies pursuant to this Assignment , the Note, the Security Instrument, the Loan Agreement or the other Loan Documents, Manager shall be entitled to collect any Management Fee or other fee, commission or other amount accrued but unpaid prior to the occurrence of the Event of Default, and to which Manager was entitled under this Assignment .Nothing in this Assignment shall prohibit Manager from terminating the Management Agreement pursuant to the terms thereof for failure to receive the management fee due thereunder.

Duplicate Originals, Counterparts.This Assignment may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original.This Assignment may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Assignment .The failure of any party hereto to execute this Assignment , or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

Section 6.6 Parties Bound; Assignment . This Guarantyshall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, permitted assigns, heirs and legal representatives. Lender shall have the right to assign or transfer its rights under this Guaranty in connection with any assignment of the Loan and the Loan Documents. Any assignee or transferee of Lender shall be entitled to all the benefits afforded to Lender under this Guaranty. No Guarantor shall have the right to assign or transfer its rights or obligations under this Guaranty without the prior written consent of Lender, and any attempted assignment without such consent shall be null and void.

(a)the failure of Lender to comply with any request of Borrower or any other party to take any action to enforce any of the provisions hereof or of the Loan Agreement, the Note or the other Loan Documents, (b) the release, regardless of consideration, of the whole or any part of the Property, or (c) any agreement or stipulation by Lender extending the time of payment or otherwise modifying or supplementing the terms of this Assignment , the Loan Agreement, the Note or the other Loan Documents. Lender may resort for the payment and performance of the Obligations to any other security held by Lender in such order and manner as Lender, in its sole discretion, may elect. Lender may take any action to recover the Obligations, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Lender thereafter to enforce its rights under this Assignment . The rights of Lender under this Assignment shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Lender shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision.

Section 5.6 Terminationof Assignment . Upon paymentand performanceinfull of the Obligations, this Assignment shall become and be void and of no effect.

7.02 Assignment by Operator. Operator, in its sole discretion, shall have the right to assign this Agreement to any Affiliate of Operator or to any successor or assignee of Operator resulting from any merger, consolidation or reorganization, or to another corporation which shall acquire all or substantially all of the business and assets of Operator. Operator will give prompt notice to Owner of any such assignment . Operator may, with the consent of Owner not to be unreasonable delayed or withheld, assign this Agreement to any non- Affiliate. Except in the case of an assignment to an Affiliate of Operator, Operator shall be released of all of its covenants and liabilities hereunder, other than liabilities that have accrued prior to the date of the delivery of notice to Owner.

The names of all Grantors (sometimes "Grantor") can be found on page 1 of this Assignment . The names of all Grantees (sometimes "Lender") can be found on page 1 of this Assignment . The property address can be found on page 1 of this Assignment . The legal description can be found on page 1 of this Assignment .The parcel identification number can be found on page 1 of this Assignment .

BORROWER'S WAIVERS AND RESPONSIBILITIES. Lender need not tell Borrower about any action or inaction Lender takes in connection with this Assignment . Borrower assumes the responsibility for being and keeping informed about the Property.Borrower waives any defenses that may arise because of any action or inaction of Lender, including without limitation any failure of Lender to realize upon the Property, or any delay by Lender in realizing upon the Property. Borrower agrees to remain liable under the Note with Lender no matter what action Lender takes or fails to take under this Assignment .

PAYMENT AND PERFORMANCE. Except as otherwise provided in this Assignment or any Related Documents, Grantor shall pay to Lender all amounts secured by this Assignment as they become due, and shall strictly perform all of Grantor's obligations under this Assignment . Unless and until Lender exercises its right to collect the Rents as provided below and so long as there is no default under this Assignment , Grantor may remain in possession and control of and operate and manage the Property and collect the Rents, provided that the granting of the right to collect the Rents shall not constitute Lender's consent to the use of cash collateral in a bankruptcy proceeding.

No Prior Assignment . Grantor has not previously assigned or conveyed the Rents to any other person by any instrument now in force.

Amendments. This Assignment , together with any RelatedDocuments, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Assignment . No alteration of or amendment to this Assignment shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

Joint and Several Liability. All obligations of Borrower and Grantor under this Assignment shall be joint and several, and all references to Grantor shall mean each and every Grantor, andall references to Borrower shall mean each and every Borrower. This means that each Grantor signing below is responsible for all obligations in this Assignment .Where any one or more of the parties is a corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Assignment .

No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Assignment unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Assignment shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Assignment . No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Assignment , the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

Notices. Any notice required to be given under this Assignment shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Assignment . Any party may change its address for notices under this Assignment by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.

Severability. If a court of competent jurisdiction finds any provision of this Assignment to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Assignment . Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Assignment shall not affect the legality, validity or enforceability of any other provision of this Assignment .

Assignment . The word " Assignment " means this ASSIGNMENT OF RENTS, as this ASSIGNMENT OF RENTS may be amended or modified from time to time, together with all exhibits and schedules attached to this ASSIGNMENT OF RENTS from time to time.

Indebtedness. The word "Indebtedness" means all principal, interest and late fees, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Assignment , together with interest on such amounts as provided in this Assignment . Specifically,without limitation, Indebtedness includes the future advances set forth in the Future Advances provision of this Assignment , together with all interest thereon.

SECTION 14.7. Assignment . This Agreement may not be assigned by Buyer without the prior written consent of Seller, other than to Affiliates of Buyer. Buyer may designate an Affiliate to which the Agreement will be assigned at the Closing, provided that Buyer provides Seller with a draft assignment for this Agreement at least five (5) days prior to Closing and provided that Buyer will continue to remain liable under this Agreement notwithstanding any such designation. Notwithstanding anything herein to the contrary, including, without limitation, Section 9.1(a), in the event Buyer assigns its rights under this Agreement, Buyer shall be solely responsible for any additional transfer taxes assessed as a result thereof, and shall pay such additional taxes at settlement and recording of the Deed. Seller shall have no liability for any realty transfer taxes, interest and penalties assessed based on any consideration greater than the Purchase Price set forth herein, and Buyer shall indemnify, defend and hold Seller harmless from any costs, liability or expense incurred by Seller in connection with an assignment of this Agreement by Buyer, including, without limitation, any transfer taxes and legal fees incurred by Seller in connection therewith.

Rights of Lender.Upon the occurrence and during the continuance of an Event of Default, Lender may, at any time without notice (except if required by any Applicable Law), either in person, by agent or by a court-appointed receiver (with such receiver to have all powers and duties set forth for receivers in this Deed of Trust and as prescribed by Applicable Law), regardless of the adequacy of Lender’s security, and at Lender’s sole election (without any obligation to do so), to the extent permitted by Applicable Law, enter upon and take possession and control of the Trust Estate to perform all acts necessary and appropriate to operate and maintain the Trust Estate, including to execute, cancel or modify the Leases, make repairs to the Trust Estate, execute or terminate contracts providing for the management or maintenance of the Trust Estate, all on such terms as are deemed best to protect the security of this assignment .Lender or the receiver, to the extent permitted by Applicable Law, shall have access to the books and records used in the operation and maintenance of the Trust Estate and shall be liable to account only for those Rents actually received.Lender shall not be liable to Trustor, anyone claiming under or through Trustor or anyone having an interest in the Trust Estate by reason of anything done or left undone by Lender hereunder, except to the extent of Lender’s gross negligence or willful misconduct.Any entering upon and taking possession and control of the Trust Estate by Lender or the receiver and any application of Rents as provided herein shall not cure or waive any Default or invalidate any other right or remedy of Lender.

Section 15.1. Assignment by Owner.Owner shall not assign or transfer or permit the assignment or transfer of this Agreement or any of Owner's rights and obligations hereunder without the prior written consent of Manager, on the conditions that (i)Owner may assign this Agreement without Manager's consent to any Affiliate of Owner or to any successor or assign that may result from the merger, consolidation or reorganization of Owner or its Affiliate provided that any such assignee shall assume and agree in writing to be bound by all of the terms and subject to all of the conditions set forth in this Agreement, and (ii)Owner shall not be released from its obligations hereunder without Manager's prior written consent which consent shall not be unreasonably withheld.Owner shall deliver to Manager a copy of any instrument of assignment .No assignment by Owner shall be binding on Manager until written notice thereof is furnished Manager, together with a copy of the applicable assignment and assumption document and evidence of such assignee's compliance with the insurance obligation of Owner imposed by this Agreement.

16. Assignment . This Agreement may be assigned by the Advisor to an Affiliate with the approval of the Board. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor to all of the assets, rights and obligations of the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company are bound by this Agreement.

08/08/2019 (Lodging Fund REIT III, Inc.)

The names of all Grantors (sometimes “Grantor”) can be found on page1 of this Assignment . The names of all Grantees (sometimes “Lender”) can be found on page1 of this Assignment . The property address can be found on page1 of this Assignment . The legal description can be found on page1 of this Assignment . The parcel identification number can be found on page1 of this Assignment .

5. Assignment . Original Borrower hereby grants, transfers, sets over and assigns to the Assumptor, all of Original Borrower’s right, title and interest in and to the Assumed Loan Documents, and Noteholder hereby consents to such assignment ; provided that such consent shall not be deemed to release Original Borrower from any of its obligations except as expressly provided in this Assumption Agreement.

1. Assignment . Subject to the partial assignment and assumption of section 9.3(b)and 18.10 Asset Purchase Agreement pursuant to the Assignment and Assumption of Ninth Amendment to Asset Purchase Agreement (“9thAmendment”), Assignor assigns to Assignee all of Assignor’s remaining right, title, and interest in and to the Asset Purchase Agreement, as amended. For the avoidance of doubt, as of the Effective Date of this Assignment , section 9.3(b)and 18.10 of the Asset Purchase Agreement shall be the obligation of LODGING FUND REIT III OP, LP, a Delaware limited partnership as assigned by Assignor and assumed by LODGING FUND REIT III OP, LP pursuant to the 9thAmendment.

p. Assignment . Purchaser may assign its interest under this Agreement at any time upon notice to Seller; provided, however, that no such assignment shall release Purchaser from any of its duties or obligations hereunder except as otherwise approved in writing by Seller.

1. Assignment . Assignor assigns to Assignee all of Assignor’s right, title, and interest in and to the Hotel Purchase and Sale Agreement, as amended.

Apollonia’s principal asset at this time is the right to receive payments under the Assignment . There is the possibility that a buyer exists that would pay to acquire the right to receive those payments. Given the uncertainty that currently exists, it would be difficult to establish an appropriate price for such rights independently from a sale of St. Renatus.

02/12/2019 (ST RENATUS LLC)

As more fully explained in Note 5, St. Renatus, LLC was assigned the patent for a needle-free system that delivers dental anesthesia as a nasal spray by Apollonia, LLC, an unrelated company at the time of assignment . Subsequently, Apollonia, LLC became a company with common members but separate control, and it is now considered a related party ("Related Company") under generally accepted accounting principles, the determination of which is not related to determining common ownership as defined by the IRS.

(g) Assignment . Neither party may assign this Third Assignment Agreement, or any right or obligation hereunder, without the prior written consent of the other; provided, however, that either party may assign this Third Assignment Agreement to any of its Affiliates, or, subject to Section 3(c) regarding the assumption of payment obligations hereunder, to a purchaser of all or substantially all of its assets to which this Third Assignment Agreement relates (including an acquisition by merger or the purchase of equity interests in a party), in each case with prior written notice to the other party. This Third Assignment Agreement shall be binding on and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Assignment . Clay hereby transfers, grants, conveys, assigns, and relinquishes exclusively to Gill all of Clay's right, title, and interest in and to the Patents, the inventions claimed therein, and all accrued causes of action for damages for infringement thereof (the “ Assignment ”).

The Assignor waives any right it may have of first requiring the Security Agent to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Assignor under this Assignment . This waiver applies irrespective of any law or any provision of this Assignment to the contrary.

09/27/2019 (Brooge Holdings Ltd)

1. Assignment . Subject to Bluerock (as defined in the Operating Agreement of Assignee) funding its share of the earnest money and loan assumption costs as provided in Section 5.8 of the Operating Agreement of Assignee, Assignor hereby assigns, transfers and conveys to Assignee all of its right, title and interest in, to and under (i) the Agreement; (ii) the earnest money previously deposited by Assignor; and (iii) to the extent assignable and without any representation or warranty whatsoever, including, but not limited to any representation or warranty as to the accuracy, contents or completeness thereof, all property condition and inspection reports relating to the Property and received by Assignor in connection with the investigation and acquisition of the Property pursuant to the Agreement and either prepared by third parties or provided by the Seller and all representations and warranties made to Assignor in connection therewith (collectively, together with the Agreement and the earnest money, the “Transferred Assets”). For purposes of clarification, the parties agree that Transferred Assets shall not include any proprietary or confidential information, internal analyses, attorney work product or attorney-client privileged documents.

08/09/2017 (Bluerock Residential Growth REIT, Inc.)

Borrower hereby transfers, assigns and sets over to Lender, its successors and assigns, all right, title and interest of Borrower in and to the Management Agreement. Manager hereby consents to the foregoing assignment . The foregoing assignment is being made by Borrower to Lender as collateral security for the full payment and performance by Borrower of all of its obligations under the Loan Documents. Although it is the intention of the parties that the assignment hereunder is a present assignment , until the occurrence of any default or failure to perform or observe any obligation, condition, covenant, term, agreement or provision required to be performed or observed by Borrower or any other party under any of the Loan Documents beyond any applicable grace or cure period provided for therein (an “Event of Default”), Borrower may exercise all rights as owner of the Mortgaged Property under the Management Agreement, except as otherwise provided in this Assignment . The foregoing assignment shall remain in effect as long as the Mortgage Loan, or any part thereof, remains unpaid, but shall automatically terminate upon the release of the Security Instrument as a lien on the Mortgaged Property.

Borrower, Manager and Lender shall not refuse or reject delivery of any notice given in accordance with this Assignment . Each party is required to acknowledge, in writing, the receipt of any notice upon request by the other party.

Any controversy arising under or in relation to this Assignment shall be litigated exclusively in the Property Jurisdiction without regard to conflicts of laws principles. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Assignment . Borrower irrevocably consents to service, jurisdiction and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise.

The invalidity or unenforceability of any provision of this Assignment shall not affect the validity or enforceability of any other provision of this Assignment , all of which shall remain in full force and effect. This Assignment contains the complete and entire agreement among the parties as to the matters covered, rights granted and the obligations assumed in this Assignment . This Assignment may not be amended or modified except by written agreement signed by the parties hereto.

(b)Any reference in this Assignment to an “Exhibit” or “Schedule” or a “Section” or an “Article” shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this Assignment or to a Section or Article of this Assignment . All exhibits and schedules attached to or referred to in this Assignment , if any, are incorporated by reference into this Assignment .

18. Assignment . Assignee shall not have the right to assign this Assignment Agreement or any interest therein without Assignor’s prior written consent, which consent may be given or withheld in Assignor’s sole and absolute discretion; provided, however, that Assignee shall be permitted, without obtaining Assignor’s consent, to assign this Assignment Agreement to an entity which controls, is controlled by, or is under common control with Assignee or any other entity affiliated with Assignee. For purposes of this Agreement, an affiliate of Assignee shall include (a)any entity that is owned, controlled by or is under common control with Assignee (an “Assignee Control Entity”), (b)any entity in which one or more Assignee Controlled Entities directly or indirectly is the general partner (or similar managing partner, member or manager) or owns more than 50% of the economic interests of such entity, or (c)any entity (or subsidiary thereof) that is advised by an affiliate of BCIIV Advisors LLC. Assignee shall in no event be released from any of its obligations or liabilities hereunder as a result of any such assignment .

04/18/2018 (BLACK CREEK INDUSTRIAL REIT IV Inc.)

(b) Bill of Sale and General Assignment . Seller shall deliver two duly executed originals of a bill of sale and general assignment (and other instruments of conveyance, including, by way of example only, articles of transfer, as may be required to convey personal property), in the form attached hereto as ExhibitB (the “Bill of Sale”), conveying good and marketable title to such Personal Property, Permits, Plans and Records and Intangible Property to Buyer, free and clear of all Liens caused by Seller or based on the acts or agreements of Seller but subject to the Permitted Exceptions or those expressly permitted by this Agreement.

(b) Bill of Sale and General Assignment . Buyer shall deliver two duly executed counterparts of the Bill of Sale.

15.16 Assignment . Buyer may assign all or any portion of this Agreement or its rights hereunder, or delegate all or any portion of its duties or obligations to an affiliate without Seller’s written consent, provided that Buyer gives Seller notice of the assignment or delegation and that such assignment or delegation does not relieve Buyer of its obligations hereunder. Seller shall not assign this Agreement or any rights hereunder, or delegate any of its obligations, without the prior written approval of Buyer. Subject to the provisions of this section, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, successors and permitted assigns. Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity, other than the parties hereto and their successors or permitted assigns, any rights or remedies under or by reason of this Agreement. For purposes of this Section15.16, an affiliate of Buyer shall include (a)any entity that is owned, controlled by or is under common control with Buyer (a “Buyer Control Entity”), and (b)any entity in which one or more Buyer Controlled Entities directly or indirectly is the general partner (or similar managing partner, member or manager) or owns more than 50% of the economic interests of such entity, or (c)any entity (or subsidiary thereof) that is advised by an affiliate of Black Creek Industrial Acquisitions, LLC.

6.04 No Assignment . Notwithstanding anything to the contrary contained herein, this Deed of Trust shall not constitute an assignment of the Ground Lease within the meaning of any provision thereof prohibiting its assignment and Beneficiary shall have no liability or obligation thereunder by reason of its acceptance of this Deed of Trust. Beneficiary shall be liable for the obligations of the lessee arising out of the Ground Lease for only that period of time for which Beneficiary is in possession of the Leased Premises or has acquired, by foreclosure or otherwise, and is holding all of Trustor’s right, title and interest therein.

07/30/2019 (Desert Hawk Gold Corp.)

13.15 Assignment . Desert Hawk may not assign, sublease or otherwise transfer its interest in this Agreement without Clifton’s prior written consent (as to that portion of the Leased Premises owned by Clifton) and Woodman’s prior written consent (as to that portion of the Leased Premises owned by Woodman) in each instance, which consents shall not be unreasonably withheld. This paragraph shall not prevent Desert Hawk from, without Lessors’ consent, mortgaging or otherwise pledging this Agreement for financing purposes in accordance with Section 4.3(g) to the Leasehold Mortgagee. The Leasehold Mortgagee (and anyone whose title derives directly or indirectly from the Leasehold Mortgagee, including a purchaser at any foreclosure sale held under a leasehold mortgage) may, without Lessors’ consent, hold a foreclosure sale, take title to Desert Hawk’s interest under this Agreement, and transfer or assign Desert Hawk’s interest under this Agreement to an entity that has the financial capacity to perform Desert Hawk’s obligations under this Agreement, either in its own name or through a nominee; provided, however, that any transfer or assignment of this Agreement by any party that is not the Leasehold Mortgagee or an affiliate of the Leasehold Mortgagee shall be subject to the first sentence of this Section 13.15. No assignment , sublease or transfer shall be effective against Lessors until Lessors receive written notice of the transfer in accordance with Section 13.1.

2.1Representations and Warranties of Tate: 2.1.1Authorization. This Assignment and all other agreements contemplated by this Assignment , when executed and delivered by the parties thereto, shall constitute legal, valid, and binding obligations of Tate, enforceable against Tate in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally or judicial limits on equitable remedies. 2.1.2No Adverse Consequences. The execution, delivery and performance of this Assignment by Tate will not: i) result in the creation of imposition of any lien, security interest, charge or encumbrance on the Assets; ii) violate any law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to Tate; or iii) conflict with, constitute grounds for termination or acceleration of, result in the breach of the terms, conditions, or provisions of, result in the loss of any benefit to Tate under, or constitute a default under (whether by virtue of the application of a “change of control” provision or otherwise) any agreement, instrument, license or permit to which either Tate is a party or by which Tate is bound. 2.1.3Clear Title. Tate represents and warrants that Tate has good and marketable title to all of the Assets, in each case free and clear of all options, warrants, mortgages, liens, security interests, pledges, charges or encumbrances of any nature whatsoever other than as disclosed in this Assignment . 2.1.4Litigation. There are no actions, suits, proceedings, orders, investigations, or claims pending or, to Tate’s knowledge, threatened against the Assets, at law or in equity. 2.1.5Accuracy of Representations and Warranties. None of the representations and warranties of Tate contain any untrue statement of material fact or omit any material fact concerning the statements contained in this Agreement not misleading.

02/16/2017 (American Gas & Technology LP)

4.1Waiver. The failure of either party to comply with any obligation, covenant, agreement or condition in this Assignment may be waived in writing by the party entitled to the performance of such obligation, covenant or agreement or by the party who has the benefit of such condition, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. 4.2Amendment. This Assignment may not be amended unless consented to in writing by the parties hereto. 4.3 Assignment . This Assignment may not be assigned by either party without the prior written consent of the other party hereto. 4.4Notice. Any notice or communication required or permitted to be given under this Assignment shall be given in writing and shall be considered to have been given if delivered by hand, transmitted by facsimile transmission or mailed by prepaid registered post in the United States, to the last known address of the other party. Either party may designate in writing at any time the latest address to which notice may be given to that party. 4.5Currency. Any references to currency in this Assignment or any attachment thereof are to be un U.S. Dollars unless otherwise stated. 4.6Time of the Essence. Time shall be of the essence of this Assignment . 4.7Invalidity. The invalidity or unenforceability of any provision of this Assignment shall not affect the validity or enforceability of any other provision and any such invalid or unenforceable provision shall be deemed to be severable. 4.8Entire Agreement. The provisions of this Assignment constitute the entire agreement between the parties and supersede all previous communications, representations and agreements, whether oral or written, between the parties with respect to the subject matter of this Assignment . 4.9Inurement. This Assignment shall inure to the benefit of and be binding upon the parties and, except as otherwise provided or as would be inconsistent with the provisions of this Assignment , their respective heirs, executors, administrators, successors and assigns.

4.10Independent Legal Advice. Each of the parties to this Assignment confirms and acknowledges that it has been provided with an opportunity to seek independent legal advice with respect to its rights, entitlements, liabilities and obligations hereunder and understands that it has been recommended that such advice be sought prior to entering into this Assignment . 4.11Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that this Assignment is signed by one party and faxed or emailed to another, the parties agree that a faxed or emailed signature shall be binding upon the parties as though the signature was an original. IN WITNESS WHEREOF this Assignment has been executed by the parties, and is effective as of the Effective Date.

a.His assignor has stated such intention in the instrument of assignment ; b.The assignee has executed an instrument reasonably satisfactory to the General Partner accepting and adopting the terms and provisions of this Agreement; and c.The assignor or assignee has paid any reasonable expense in connection with the admission of the assignee as a Partner. d.The General Partner affirms in writing the substitution. 11.4. a.Transferor - Transferee Allocations. As between a Partner and his transferee, profits and losses for any month shall be apportioned to the person who is the holder of the Limited Partnership Interest transferred on the last day of such month, without regard to the results of the Partnership's operations during the period before and after such transfer. b.Distributions and Allocations Subsequent to Transfer. A transferee of, or substitute Partner for, a Partner's Limited Partnership Interest shall be entitled to receive distributions from the Partnership with respect to such Limited Partnership Interest only after the effective date of such assignment . 11.5. Limited Partnership Interest Transferred to the General Partners. If any General Partner should acquire an Interest as a Limited Partner, including but not limited to an acquisition by purchase pursuant to Section 7.13 hereof, such General Partner shall, with respect to such Interest, enjoy all of the rights and be subject to all of the obligations and duties of a Limited Partner to the extent of such Interest.

This global assignment is subject to the business requirements of LS&Co. and your performance during the period of the assignment . Throughout the entire period of this assignment , you agree that you will not engage, directly or indirectly, either on your own or through the agency of another person, firm or corporation, in any other employment, profession, occupation, service or business whatsoever. Violation of this provision may result in the termination of your employment.

12/06/2018 (LEVI STRAUSS & CO)

• Tax Preparation Services provided through a designated vendor during your assignment and the year following the end of your assignment . Currently, Ernst& Young provides tax services to LS&Co.’s global assignees.

• Tax Equalization is provided to ensure that you realize neither a significant tax detriment nor a benefit as a result of the assignment . LS&Co. has contracted with Ernst& Young to prepare your home and host country tax returns, to administer the tax equalization program, and to provide tax orientation to you before your departure on assignment .

• Income you receive during your global assignment is taxable under the laws of your host county and the US. In order to avoid a double taxation burden, LS&Co. pays the taxes assessed on host country income. In addition, LS&Co. pays the tax assessed on certain allowances you receive while in your host country which represents payments you would not receive but for your global assignment . You remain fully responsible for the tax liability for all taxable income earned in a given year that represents your base salary, any incentive payments, tax on personal investments, and any other income not specifically related to your global assignment . This tax liability is referred to as Stay at Home Tax.

The Company, through Ernst& Young (“EY”), provides and directly pays for tax consultation and tax preparation services while you are on assignment . The consultation includes a required pre- assignment tax consultation to review the tax implications of your international assignment and the Company’s Tax Equalization Policy. The tax consultation can take place in your current country or in your host country as soon as practical upon arrival.

11.3Sharing of Profits on Subletting and Assignment . If Lessee sublets any portion of the Premises or assigns this lease (except as permitted in either case by paragraph 11.2), Lessor and Lessee shall share the net profits, if any, calculated as follows. “Net profits” on subleases shall be deter-mined annually on an aggregate basis for all subleases of the Premises (except those permitted by paragraph 11.2) in accordance with generally accepted accounting principles. Net profits on an assignment (except as permitted by paragraph 11.2) shall be determined in accordance with generally accepted accounting principles. Lessee shall pay Lessor 25% of the net profits so determined (i)on subletting, either monthly or annually at the option of Lessee, and (ii)on an assignment , as received by Lessee. If Lessee pays such share monthly, the amount thereof shall be subject to annual adjustment. Nothing herein contained shall abrogate the requirement of Lessor’s consent to an assignment of this lease or any interest therein or subletting of the whole or any part of the Premises as set forth in paragraph 11.1.

10.3 Governance Meetings. Supplier shall implement a governance structure and governance procedures as specified in Exhibit 5. Supplier shall attend governance meetings as specified in Exhibit 5. LS&Co. may replace or reassign its governance committee members upon notice to Supplier. Supplier shall not replace or reassign its governance committee members unless LS&Co. consents to such replacement or re assignment . Before assigning an individual to a governance committee, Supplier shall notify LS&Co. of the proposed assignment , introduce the individual to appropriate LS&Co. personnel, provide LS&Co. with any information regarding the individual that may be reasonably requested by LS&Co., and obtain LS&Co.’s approval for such assignment .

pursuant to a Change in Control of LS&Co., a reorganization of LS&Co., or a transfer or sale of any business unit, line of business, product line, or substantial portion of its assets, without such consent. Upon LS&Co.’s assignment of this Agreement, LS&Co. shall be released from any obligation or liability under this Agreement. The consent of a Party to any assignment of this Agreement shall not constitute such Party’s consent to further assignment . This Agreement shall be binding on the Parties and their respective successors and permitted assigns. Any assignment in contravention of this Section29.1 shall be void.

• LS&Co. reserves the right to interview/screen tech leads in each discipline prior to assignment . It is expected that tech leads will then sign off on remaining/additional resources to ensure they meet expected standards.

Following the completion of the Split-Off, Splitco will be entitled to vote the Expedia Common Shares subject to the Diller Proxy (representing 52.4% of the outstanding voting power of the Expedia Common Shares) as a result of the assignment of the Diller Proxy to Splitco until the Proxy Arrangement Termination Date pursuant to the Diller Assignment . Following the assignment of the Diller Proxy to Splitco, based on publicly available information, other than the Expedia Common Shares that are subject to the terms of the Diller Proxy and the Diller Assignment of which Diller and Splitco will continue to share beneficial ownership, Diller is expected to beneficially own approximately 5,777,586 shares of EXPE (based upon Expedia's Annual Report on Form10-K/A (Amendment No.1) for the fiscal year ended December31, 2015, filed with the SEC on April29, 2016), representing approximately 2.2% of the outstanding voting power of the Expedia Common Shares. Following the completion of the Split-Off, the voting of the Expedia Common Shares beneficially owned by Diller which Diller will be entitled to vote will be subject to certain terms contained in the Stockholders Agreement Amendment and the voting of the Expedia Common Shares beneficially owned by Splitco which Splitco will be entitled to vote, and as to which Splitco and Diller will continue to share beneficial ownership, will be subject to certain terms contained in Splitco's restated charter, its bylaws, the Stockholders Agreement Amendment, the Diller Assignment and the Transaction Agreement. The below table sets forth a summary of the voting arrangements following the completion of the Split-Off until the Proxy Arrangement Termination Date with respect to the Expedia Common Shares of which Diller and Splitco will share beneficial ownership. The Expedia Common Shares subject to the terms of the Diller Proxy and the Diller Assignment are referred to in the chart as Splitco's Expedia Common Shares and the remaining Expedia Common Shares of which Diller and Splitco share beneficial ownership are referred to in the chart as Diller's Expedia Common Shares.

09/23/2016 (Liberty Expedia Holdings, Inc.)

7.5 Binding Effect; Assignment . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to a merger of a party, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other parties; provided, however, that LIC and Splitco may assign their respective rights, interests, duties, liabilities and obligations under this Agreement to any of their respective wholly-owned Subsidiaries, but such assignment shall not relieve LIC or Splitco, as the assignor, of its obligations hereunder.

8.8 Binding Effect; Assignment . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to a merger of a party, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party; provided, however, that each of Distributing and Splitco may assign its respective rights, interests, duties, liabilities and obligations under this Agreement to any other member of their Group, but such assignment shall not relieve Distributing or Splitco, as the assignor, of its liabilities or obligations hereunder.

12. Liberty Consent. To the extent this Agreement or the Diller Assignment constitutes a prohibited assignment of the Liberty Proxy pursuant to Section3.3(d)of the Stockholders Agreement, Liberty hereby consents to the assignment of the Liberty Proxy upon the execution of and pursuant to the terms of this Agreement and the Diller Assignment . For the avoidance of doubt, the foregoing consent does not affect any other provision of the Stockholders Agreement, which shall continue in full force and effect.

6.7Binding Effect; Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a Party to this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by any Party hereto (by operation of law or otherwise) without the prior written consent of the other Party and any attempted assignment without the required consent shall be void; provided that prior to the Closing, the Purchaser may assign its rights and obligations hereunder to its Affiliates without the prior written consent of the Seller.

10/28/2020 (China Biologic Products Holdings, Inc.)

2. Assignment . Subject to and with effect from the SPA Closing, the Assignor hereby absolutely and irrevocably assigns all the rights, obligations and covenants of the Assignor with respect to and in connection with the Sale Shares under the IRA (as amended by this Assignment ) to the Assignee, and the Assignee hereby accepts the foregoing assignment and fully assumes the rights, obligations and covenants of the Assignor with respect to and in connection with the Sale Shares under the IRA (as amended by this Assignment ). The assignment of the IRA pursuant to the foregoing sentence of this Section 2 is referred to as the “IRA Assignment .” The Company hereby consents to the IRA Assignment pursuant to Section 8.5 (Successors and Assigns) of the IRA.

7.Binding Effect; Assignment . This Assignment shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns. Nothing in this Assignment shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Assignment . No assignment of this Assignment or of any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party (which consent, in each case, shall not be unreasonably withheld, delayed or conditioned) and any attempted assignment without the required consent shall be void.

(b)Acknowledgment of the PWM IRA Assignment . The Parties acknowledge and agree that with effect from the effective date of the latest PWM IRA Assignment (the “Effective Time”), the PWM IRA shall be of no further force and effect with respect to PWM, and PWM shall have no further liability or obligation with respect thereto or any of the transactions contemplated thereby.

8.Amendment; Assignment . This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the Parties. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

11.6 Binding Effect and Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their respective permitted successors and assigns, any rights, benefits or obligations hereunder, except as set forth in ARTICLE IX and Section11.1. No Party hereto may assign, transfer, dispose of or otherwise alienate this Agreement or any of its rights, interests or obligations under this Agreement (whether by operation of Law or otherwise) except that each of the Company and the Remora Holdings may transfer their respective rights and obligations hereunder to any Affiliate. Any attempted assignment , transfer, disposition or alienation in violation of this Agreement shall be null, void and ineffective.

08/30/2018 (Remora Royalties, Inc.)

(a) The division of this Assignment into articles, sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number or a letter refer to the specified Article or Section of this Assignment . Unless otherwise indicated, all references to an “Exhibit” followed by a number or a letter refer to the specified Exhibit to this Assignment . The terms “this Assignment ,” “hereof,” “herein” and “hereunder” and similar expressions refer to this Assignment , including the exhibits and schedules hereto, and not to any particular Article, Section or other portion hereof. The words “shall” and “will” are used interchangeably throughout this Assignment and shall accordingly be given the same meaning, regardless of which word is used.

(c) The Parties have participated jointly in the negotiation and drafting of this Assignment . No provision of this Assignment will be interpreted in favor of, or against, any of the Parties by reason of the extent to which any such Party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft of this Assignment , and no rule of strict construction will be applied against any Party hereto. This Assignment will not be interpreted or construed to require any person to take any action, or fail to take any action, if to do so would violate any applicable Law.

SECTION 5.03 Assignment . This Assignment shall inure to the benefit of and be binding on the Parties and their respective heirs, legal representatives, successors and assigns.

10. Assignment . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. In addition, and regardless of whether any express assignment shall have been made, the provisions of this Agreement which are for the benefit of the parties hereto other than the Company shall also be for the benefit of and enforceable by any subsequent holder of any Registrable Securities, subject to the provisions respecting the minimum numbers or percentages of Registrable Securities required in order to be entitled to certain rights, or take certain actions, contained herein.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver an Assignment and Assumption, and the assignee(s) and/or assignor(s) party thereto shall deliver a processing and recordation fee of $3,500, in each case to Administrative Agent; provided that Administrative Agent may, in its discretion, elect to waive such processing and recordation fee in the case of any assignment . The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Congratulations on your assignment . Global Mobility is an important part of Teva’s growth, globalization,and talent initiatives. We believe that international assignment s help Teva achieve worldwide business targets while simultaneously developing employee’s capabilities and international business experience. We hope that you will benefit both personally and professionally from your experience. This letter summarizes the general terms and conditions of your assignment with Teva.

02/12/2018 (TEVA PHARMACEUTICAL INDUSTRIES LTD)

* Your actual effective date of assignment will be determined following receipt of your authorization to work and reside in the Host country. This letter does not create a contract of employment, but simply seeks to confirm the conditions which pertain to your temporary international assignment . Should the nature of your position change or if this assignment extends beyond its initial duration the terms may be subject to change at that time. Teva reserves the right to modify the global assignment policies and procedures at any time in whole or in part, with or without notice.

Teva does not compensate for the loss of spousal/partner income as a result of the assignment , but rather recognizes that the financial impact exists. To ease the transition, Teva reimburses for job placement and related services if your spouse accompanies you full time on assignment . The maximum reimbursement is equivalent to 2000 USD. Reimbursement must be claimed within 12 months of the effective date of your assignment and Teva is responsible for any applicable taxes. Reimbursement will be processed by Teva’s dedicated relocation provider.

You will be provided one home leave every 12 months on assignment between your home country and your host country for you and your spouse. Teva covers round trip airfare, based on economy fare booked at least 30 days in advance and via the most direct route. Any ground transportation and/or lodging costs are your responsibility. You must use your vacation time for your home leave visits. To allow for unmarried dependent children enrolled in university outside the host location to visit you in the host location, the Company reimburses one round trip, economy airfare per child per the full duration of the assignment . Travel must be booked at least 30 days in advance via the most direct route.

In the event Teva, in its sole discretion, ends your international assignment before its scheduled end date, Teva will provide return trip airfare for you and your spouse back to the point of origin, and will ship household goods back to the point of origin or to some other mutually agreed upon location. Unless otherwise agreed to by regional management and Human Resources, the return must be completed within 60 days after the effective date of the termination of the international assignment . By failing to relocate within 60 days, you forfeit Teva’s offer to pay for repatriation transportation costs.

17. Assignment . This Agreement may be assigned, without the consent of the Executive, by Teva USA to any person, partnership, corporation or other entity that has purchased all or substantially all the assets of Teva USA; provided, that such assignee assumes any and all of the obligations of the Company hereunder. The Company shall cause any person, firm or corporation acquiring all or substantially all of the assets of Teva USA to execute a written instrument agreeing to assume any and all of the obligations of the Company hereunder as a condition to acquiring such assets.

19. No Assignment . The Parties agree that they have not, and will not, sell, transfer or assign, or purport to sell, transfer or assign, any Claim or interest in any claim that is the subject of the releases in this Agreement.

(d)Dispute Resolution. Except with respect to claims for breach of the obligations under Section 2 of this Agreement, for which the Company may seek enforcement in any court having competent jurisdiction at its election, any dispute arising between the Company and Employee with respect to the validity, performance or interpretation of this Agreement shall be submitted to and determined in binding arbitration in Hartford, Connecticut, for resolution in accordance with the rules of the American Arbitration Association, modified to provide that the decision of the arbitrator shall be binding on the parties; shall be furnished in writing, separately and specifically stating the findings of fact and conclusions of law on which the decision is based; shall be kept confidential by the arbitrator and the parties; and shall be rendered within sixty (60) days following the arbitrator being impaneled. Costs and expenses of the arbitration shall be borne by the Company regardless of the outcome. The arbitrator shall be selected in accordance with the rules of the American Arbitration Association. (e) Assignment . Without the prior written consent of Employee, this Agreement shall not be assignable by the Company. This Agreement shall inure to the benefit of and be enforceable by Employee’s heirs and legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

02/07/2020 (Otis Worldwide Corp)

The terms and conditions of your employment, other than as set out in this letter, remain unchanged throughout the temporary assignment . During your temporary assignment your employment will remain with Huntsman P&A Americas LLC (The Home Company) and shall continue to be governed by Texas and U.S. law. This letter sets out the details of your temporary assignment to Huntsman P&A UK Ltd (The Host Company) which continues until you are no longer employed with The Home Company or this temporary assignment ends.

07/14/2017 (Venator Materials PLC)

Although you will be working with The Host Company, your contract of employment with The Home Company will continue in existence during your assignment , except as herein provided. In particular, the provision regarding termination of employment will remain in full force and operation throughout the period of your assignment . However, notwithstanding anything contained herein to the contrary, the terms of Huntsman Corporation’s Executive Severance Plan (as attached) will apply to any termination of your employment. The following terms shall be in operation throughout the duration of your assignment .

As an equity participant, the taxation basis for your equity may change as a result of your assignment . Please consult with your Stock Partner for further information.

The Company-designated accounting firm will prepare your Home Country income tax return(s)for the duration of this assignment , and any subsequent years that are impacted by this assignment . Citizens or permanent residents must file a tax return each year, even when living abroad.

At the end of your assignment , the Company will assist with transferring your personal effects back to a location of your choice in your Home Country or on to a consecutive international assignment . The same limitations apply for repatriation of your HHG.

(f) Assignment . Neither this Agreement nor any of the rights or obligations hereunder may be assigned by the Company without the prior written consent of BBH; provided, however, that BBH may assign or transfer its duties or interests hereunder to any of its affiliates at the sole discretion of BBH and may otherwise assign, on a “shared basis”, its rights under Section4 to any affiliated private equity fund to the extent necessary to maintain venture capital operating company status. Subject to the foregoing, the provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the next sentence, no person or party other than the parties hereto and their respective successors or permitted assigns is intended to be a beneficiary of this Agreement. The parties acknowledge and agree that BBH and its affiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives as well as any assignees pursuant to this Section7(f) are intended to be third-party beneficiaries under Sections 3, 4, 5 and 6 hereof, as applicable.

01/15/2021 (Bumble Inc.)

(h) Assignment . This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement shall be assigned by the Company to a person or entity which is a successor in interest (“Successor”) to all or substantially all of the then-business operations of the Company; provided, that such Successor undertakes to be bound by the terms hereunder. Upon such assignment , the rights and obligations of the Company hereunder shall become the rights and obligations of such Successor.

SECTION1. Assignment . Assignor hereby sells, assigns, transfers, conveys, and delivers to Assignee all of Assignor’s worldwide right, title, and interest in, to, and under the trademark MAKE THE FIRST MOVE, the Application, any other worldwide registrations and applications for such trademark, and the goodwill of the business embodied therein and symbolized thereto, and all common-law rights related thereto (collectively, the “Mark”), free and clear of any liens or encumbrances of any kind, together with the right to bring an action or proceeding at law or in equity for any infringement, dilution or violation of the foregoing prior to the Effective Date, and the right to retain all monies, proceeds and damages therefrom.

SECTION3. Further Assurances. Each Party will, upon the other Party’s reasonable request, without further consideration but at the requesting Party’s expense, provide or execute all other documents and take all further actions as may be necessary to effectuate the purpose of this Assignment . Without limiting the foregoing, at Assignee’s request and expense, Assignor shall execute a short-form assignment to record the assignment herein at the U.S. Patent and Trademark Office.

5. Assignment . Neither Maker nor Holders may assign any of its rights or obligations under this Note except with the prior written consent of the other. Subject to the first sentence of this Section 5, this Note is binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives, and permitted assigns.

05/01/2019 (Golden Developing Solutions, Inc.)

1. Assignment . In accordance with the terms and conditions of the Purchase Agreement, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller does hereby sell, transfer, convey, assign and deliver unto Purchaser, its successors and assigns, all of the Assets, as such term is defined in the Purchase Agreement, including, without limitation, all of the assets set forth on Schedule 1 attached hereto, free and clear of any and all options, liens, security interests, encumbrances, mortgages, deeds of trust, liabilities, financing statements, pledges, charges, conditions, equitable claims, covenants, title defects, restrictions or claims of any kind, nature or description whatsoever (collectively, “Liens”), to have and to hold said Assets unto Purchaser, its successors and assigns, to and for its and/or their use forever.

6.Independent Covenants. This Assignment is subject in all respects to the terms and conditions of the Purchase Agreement. Nothing contained in this Assignment shall be deemed to diminish any of the obligations, agreements, covenants, representations or warranties of the parties contained in the Purchase Agreement. 7.Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which when affixed together shall constitute but one and the same instrument. Manual signatures exchanged electronically by facsimile or email shall be deemed original signatures for all purposes. 8.Recitals. The recitals above are incorporated by reference into this Assignment . 9.Amendment and Governing Law. This Assignment shall be governed in all respects by the laws of the state of Colorado (without regards to the conflict of law principles thereof). No change in or amendment to this Assignment shall be valid unless set forth in a writing signed by both parties to this Assignment . THE PARTIES ACKNOWLEDGE THAT (A) COLORADO HAS PASSED AMENDMENTS TO THE COLORADO CONSTITUTION AND ENACTED CERTAIN LEGISLATION TO GOVERN THE CANNABIS INDUSTRY AND (B) THE POSSESSION, SALE, MANUFACTURE, AND CULTIVATION OF CANNABIS IS ILLEGAL UNDER FEDERAL LAW. THE PARTIES WAIVE ANY DEFENSES BASED UPON INVALIDITY OF CONTRACTS FOR PUBLIC POLICY REASONS AND/OR THE SUBSTANCE OF THE CONTRACT VIOLATING FEDERAL LAW.

1. Assignment and Assumption. Seller hereby assigns the Material Contracts to Purchaser, and Purchaser hereby assumes and agrees to perform or otherwise carry out all of Seller’s obligations with respect to the Material Contracts. Seller agrees to indemnify and hold harmless Purchaser from any liability accruing from such Material Contracts before the date of this Assignment and Purchaser agrees to indemnify and hold harmless Seller from any liability accruing from such Material Contracts following the date of this Assignment . Notwithstanding the foregoing, Purchaser shall not assume, or become liable to pay, perform or discharge any liability for any Material Contract (unless Purchaser affirmatively elects otherwise in writing): (i) where Seller is in default prior to the date of this Assignment ; (ii) where the consent or approval of any person is required for Seller to assign or Purchaser to assume such Material Contract and such consent or approval is not obtained or waived in writing by Purchaser before the date of this Assignment ; or (iii) where any notice to any person is required for Seller to assign or Purchaser to assume such Material Contract and such notice is not provided to such person or waived in writing by Purchaser before the date hereof.

9. Amendment and Governing Law. This Assignment shall be governed in all respects by the laws of the state of Colorado (without regards to the conflict of law principles thereof). No change in or amendment to this Assignment shall be valid unless set forth in a writing signed by both parties to this Assignment . THE PARTIES ACKNOWLEDGE THAT (A) COLORADO HAS PASSED AMENDMENTS TO THE COLORADO CONSTITUTION AND ENACTED CERTAIN LEGISLATION TO GOVERN THE CANNABIS INDUSTRY AND (B) THE POSSESSION, SALE, MANUFACTURE, AND CULTIVATION OF CANNABIS IS ILLEGAL UNDER FEDERAL LAW. THE PARTIES WAIVE ANY DEFENSES BASED UPON INVALIDITY OF CONTRACTS FOR PUBLIC POLICY REASONS AND/OR THE SUBSTANCE OF THE CONTRACT VIOLATING FEDERAL LAW.

9 If to the Company: If to Executive: Tyler Bartholomew (c) Assignment . This Agreement will be binding upon the parties hereto and their respective successors, personal representatives, heirs and assigns. Neither Party may assign any of its rights or obligations under this Agreement except with the prior written consent of other Party.

(iv) 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 in the amount of $3,500; provided, however, 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 Lender, shall deliver to the Administrative Agent an administrative questionnaire in form and substance reasonably satisfactory to the Administrative Agent.

05/02/2018 (AMERICAN TOWER CORP /MA/)

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c)of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement 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 of 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 10.2, 10.3 and 10.5 with respect to facts and circumstances occurring prior to the effective date of such assignment . Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 subsection (d)of this Section.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 22.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement 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 other Loan Documents, including any collateral security, 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 of 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 ARTICLE 17 and ARTICLE 21, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment . 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 Section 22.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.

02/26/2021 (GFL Environmental Inc.)

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, which shall include, inter alia, a representation by the assignee that it is an Eligible Assignee, any tax forms required by Section 3.01 (unless such assignee is already a Lender), together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive or reduce such processing and recordation fee in the case of any assignment . The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. All assignment s shall be by novation.

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