Contract analysis

Section 1. Definitions As used in this Annex 1 and in the Assignment and Assumption to which this Annex 1 is attached: (a) "Assigned Interest" means the interest in the Commitments and Loans described in the table set forth in Section 3.2 of the Assignment and Assumption to which this Annex 1 is attached, as such interest is being assigned by the Assignor to the Assignee pursuant to, and in accordance with, such Assi

Section 2. Rights and Obligations of Assignor (a) Upon the Effective Date, the Assignor shall be released from its obligations under the Credit Agreement and the other Loan Documents to the extent of, and solely to the extent of, the Assigned Interest (including, without limitation, the Assignor's obligation to fund Loans, purchase participations in Letters of Credit and Swingline Loans, and indemnify the Administrat

Section 3. Rights and Obligations of Assignee Upon the Effective Date: (a) The Assignee shall become a party to the Credit Agreement as a "Lender" thereunder and shall be entitled to all rights, benefits, and privileges of a Lender under the Credit Agreement and the other Loan Documents to the extent of the Assigned Interest, including, without limitation, the right to receive payments of principal, interest, fees, a

Section 4. Register (a) The Administrative Agent shall record the assignment contemplated by the Assignment and Assumption to which this Annex 1 is attached in the Register maintained by the Administrative Agent pursuant to Section __ of the Credit Agreement. The Parties acknowledge that the Administrative Agent shall maintain the Register as the owner and holder of record of the Loans for all purposes of the Credit

Section 5. Minimum Assignment Amount Each assignment of Commitments and Loans pursuant to Section 10.04 of the Credit Agreement shall be in a minimum aggregate amount of $____ of the Commitment (or, if less, the entire remaining amount of the Assignor's Commitment), unless otherwise agreed by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower. Instructions: Inser

Section 6. Pro Rata Adjustments (a) Upon the Effective Date, the Administrative Agent shall adjust the applicable Commitment Percentages (or Pro Rata Shares) of the Assignor and the Assignee in the Register to reflect the assignment and assumption of the Assigned Interest contemplated hereby. The Assignor's Commitment Percentage shall be reduced by the percentage set forth in the Assigned Interest table in Section 3.

Section 7. Withholding Tax Forms (a) If the Assignee is a "Foreign Lender" within the meaning of the Credit Agreement (or any equivalent term used therein), the Assignee shall comply with all tax documentation requirements set forth in Section __ of the Credit Agreement, including, without limitation, the delivery to the Administrative Agent and the Borrower, on or before the Effective Date, of duly completed and exe

Section 8. Amendments and Waivers This Assignment and Assumption (including this Annex 1) may not be amended, modified, supplemented, or waived except by an instrument in writing signed by each of the Parties hereto (and, to the extent the rights or obligations of the Administrative Agent or the Borrower are affected thereby, by the Administrative Agent or the Borrower, as applicable). No failure or delay by any Part

Section 9. Entire Agreement This Assignment and Assumption (including this Annex 1), together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the Parties with respect to the subject matter hereof.