Receiver’s and delegate’s obligation to account. All the provisions of Clause 2.14 (above) shall apply in respect of the liability of any Receiver or Administrator or delegate in all respects as though every reference in Clause 2.14 (above) to the European Collateral Agent were instead a reference to the Receiver or, as the case may be, Administrator or delegate.
Receiver’s and delegate’s obligation to account. All the provisions of Clause 2.14 (above) shall apply in respect of the liability of any Receiver or Administrator or delegate in all respects as though every reference in Clause 2.14 (above) to the European Collateral Agent were instead a reference to the Receiver or, as the case may be, Administrator or delegate. EXECUTION VERSION EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, protective advances and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) ...
Receiver’s and delegate’s obligation to account. All the provisions of Section 11.39 shall apply in respect of the liability of any receiver or administrator or delegate in all respects as though every reference in Section 11.39 to the Collateral Agent were instead a reference to the receiver or, as the case may be, administrator or delegate.
Receiver’s and delegate’s obligation to account. All the provisions of Clause 2.14 (above) of the UK Debenture shall apply in respect of the liability of any Receiver or Administrator or delegate in all respects as though every reference in Clause 2.14 (above) to the European Collateral Agent were instead a reference to the Receiver or, as the case may be, Administrator or delegate. EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION Reference is made to the Credit Agreement, dated as of September 26, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Office Depot, Inc., Office Depot International (UK) Ltd., Office Depot UK Ltd., Office Depot International B.V., Office Depot B.V., OD International (Luxembourg) Finance S.Á X. X. and Viking Finance (Ireland) Ltd., the other Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, London Branch, as European Administrative Agent and European Collateral Agent, JPMorgan Chase Bank, N.A., as Administrative Agent and US Collateral Agent, Bank of America, N.A., as Syndication Agent, and Citibank, N.A., Wachovia Bank, National Association and General Electric Capital Corporation, as Documentation Agents. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule l hereto (the “Assignor”) and the Assignee identified on Schedule l hereto (the “Assignee”) agree as follows:
Receiver’s and delegate’s obligation to account. All the provisions of Clause 20.13 shall apply in respect of the liability of any Receiver or Administrator or delegate in all respects as though every reference in Clause 20.13 to the Administrative Agent were instead a reference to the Receiver or, as the case may be, Administrator or delegate.
Receiver’s and delegate’s obligation to account. All the provisions of Clause 13.2 (Administrative Agent’s Obligation to Account) shall apply in respect of the liability of any Receiver or Delegate as though every reference in Clause 13.2 (Administrative Agent’s Obligation to Account) to the Administrative Agent were instead a reference to the Receiver or, as the case may be, Delegate.
Receiver’s and delegate’s obligation to account. All the provisions of Paragraph 2.18 above shall apply in respect of the liability of any Receiver or Administrator or delegate in all respects as though every reference in Paragraph 2.14 to the French Administrative Agent were instead a reference to the Receiver or, as the case may be, Administrator or delegate. EXHIBIT A
