FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit D to Credit Agreement
Reference is made to that certain Credit Agreement, dated as of __, 20, among _____, as Borrower, the Subsidiary Guarantors party thereto from time to time, the Lenders party thereto from time to time, and _____, as Administrative Agent, Collateral Agent, and Swingline Lender (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").
Instructions: This form is to be completed and delivered to the Administrative Agent in connection with an assignment of Commitments and Loans pursuant to Section 10.04 of the Credit Agreement. All blanks should be completed prior to execution and delivery. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SECTION 1. DATE AND PARTIES
This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between:
Assignor: __________ (the "Assignor")
Assignee: __________ (the "Assignee")
Instructions: Insert the full legal name of each of the Assignor and the Assignee in the spaces provided above.
Each of the Assignor and the Assignee is referred to herein individually as a "Party" and collectively as the "Parties."
SECTION 2. RECITALS
A. The Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and the Administrative Agent are parties to the Credit Agreement described above.
B. The Assignor desires to assign to the Assignee, and the Assignee desires to assume from the Assignor, certain of the Assignor's rights and obligations under the Credit Agreement in respect of the Assigned Interest (as defined below), subject to the terms and conditions set forth herein and in Section 10.04 of the Credit Agreement.
C. This Assignment and Assumption is being delivered pursuant to, and in accordance with, Section 10.04 of the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
SECTION 3. AGREEMENT — TERMS OF ASSIGNMENT
3.1 Assignment and Assumption
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 attached hereto as Annex 1 and the terms and conditions set forth herein and in Section 10.04 of the Credit Agreement, as of the Effective Date, all of the Assignor's rights and obligations in its capacity as a Lender under the Credit Agreement and any other Loan Documents to the extent of the Assigned Interest identified in Section 3.2 below (including, without limitation, the Assignor's rights and obligations with respect to all outstanding Loans, Letters of Credit, Swingline Loans, and participations therein, in each case, to the extent of the Assigned Interest).
Such sale and assignment is without recourse to the Assignor and, except as expressly provided in Section 6.1 of this Assignment and Assumption, without representation or warranty by the Assignor. The Assignor shall have no obligation or liability to the Assignee with respect to any matter relating to any Loan Document or any Obligor or any collateral securing the Obligations, except to the extent expressly set forth herein.
3.2 Assigned Interest
The following table sets forth the details of the Assigned Interest (the "Assigned Interest"):
Instructions: Complete all fields. If there is more than one Facility being assigned, the information for each Facility should be set forth separately in the above table (use additional rows or separate tables as needed). The Percentage of Total Commitment Assigned must be calculated to the eighth (8th) decimal place.
3.3 Effective Date
The effective date of this Assignment and Assumption shall be: ____, 20 (the "Effective Date").
The Effective Date shall not be earlier than five (5) Business Days after the date of delivery of this Assignment and Assumption to the Administrative Agent (or such shorter period as the Administrative Agent may agree in its sole discretion). The Parties acknowledge that, notwithstanding the execution and delivery of this Assignment and Assumption, the assignment contemplated hereby shall not become effective until the conditions set forth in Section 10.04 of the Credit Agreement have been satisfied, including, without limitation, the receipt by the Administrative Agent of (a) a fully executed copy of this Assignment and Assumption, (b) all required consents, and (c) the processing and recordation fee described in Section 5 below.
SECTION 4. REQUIRED CONSENTS
The consent of the Administrative Agent is required for all assignments pursuant to Section 10.04 of the Credit Agreement, and such consent shall not be unreasonably withheld, delayed, or conditioned.
The consent of the Borrower is required for assignments of Revolving Credit Commitments to any Person that is not a Lender, an Affiliate of a Lender, or an Approved Fund (each as defined in the Credit Agreement); provided, however, that (x) no consent of the Borrower shall be required if an Event of Default under Section __ or Section _ of the Credit Agreement has occurred and is continuing at the time of such assignment, or (y) if the assignment constitutes an assignment of the Assignor's entire Commitment and all outstanding Loans associated therewith. In all cases where Borrower consent is required, the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ___ (__) Business Days after receipt of written notice thereof from the Administrative Agent.
Instructions: Check the applicable box below and complete as appropriate. If Borrower consent is not required under Section 10.04 of the Credit Agreement, indicate "N/A" in the Borrower consent section below and state the basis therefor (e.g., "Event of Default under Section [__] is in effect" or "Assignment of Assignor's entire Commitment").
Consent of Administrative Agent:
__________, as Administrative Agent
By: ________
Name: __________
Title: __________
Date: __________
Consent of Borrower (if required):
__________, as Borrower
By: ________
Name: __________
Title: __________
Date: __________
N/A — Borrower consent is not required. Basis: __________
SECTION 5. PAYMENT OF PROCESSING AND RECORDATION FEE
The ____ [Assignor / Assignee / Assignor and Assignee, shared equally] agree(s) to pay to the Administrative Agent, on or prior to the Effective Date, a non-refundable processing and recordation fee in the amount of $____ as required by Section 10.04 of the Credit Agreement.
Instructions: Insert the applicable fee amount per the Credit Agreement (typically $3,500). Indicate which party or parties shall be responsible for payment of the processing and recordation fee by completing the blank above.
SECTION 6. REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties of the Assignor
The Assignor hereby represents and warrants to the Assignee as follows:
(a) Ownership. The Assignor is the legal and beneficial owner of the Assigned Interest being assigned hereunder.
(b) Free and Clear. The Assigned Interest is free and clear of any and all liens, encumbrances, security interests, options, charges, pledges, or other adverse claims of any nature whatsoever, and the Assignor has not previously assigned, transferred, conveyed, or encumbered any portion of the Assigned Interest to any other Person.
(c) Power and Authority. The Assignor has full power and authority, and has taken all action necessary (including any required corporate, partnership, limited liability company, or other organizational action), to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby. This Assignment and Assumption has been duly authorized, executed, and delivered by the Assignor and constitutes the legal, valid, and binding obligation of the Assignor, enforceable against the Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(d) No Other Representations. Except as expressly provided in clauses (a) through (c) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties, or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement, any other Loan Document, or any collateral thereunder or in connection therewith, or (iii) the financial condition of the Borrower, any Subsidiary Guarantor, or any other obligor or guarantor in respect of any of the Obligations. The Assignor makes no representation or warranty regarding the collectability of any amounts owing under the Credit Agreement or any other Loan Document.
6.2 Representations and Warranties of the Assignee
The Assignee hereby represents and warrants to the Assignor and the Administrative Agent as follows:
(a) Power and Authority. The Assignee has full power and authority, and has taken all action necessary (including any required corporate, partnership, limited liability company, or other organizational action), to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby. This Assignment and Assumption has been duly authorized, executed, and delivered by the Assignee and constitutes the legal, valid, and binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(b) Eligible Assignee. The Assignee is an Eligible Assignee (as defined in the Credit Agreement) and satisfies all requirements set forth in the Credit Agreement for a permitted assignee of the Assigned Interest.
(c) Independent Credit Analysis. The Assignee confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section __ thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase and assume the Assigned Interest on the basis of such documents and information independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender, and the Assignee has made its own independent investigation of the financial condition and affairs of the Borrower, the Subsidiary Guarantors, and the other Obligors in connection with the purchase of the Assigned Interest and has not relied upon any representations or warranties of the Administrative Agent, the Assignor, or any other Lender in connection therewith.
(d) Bound by Credit Agreement. From and after the Effective Date, the Assignee shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, including, without limitation, obligations with respect to funding Loans, purchasing participations in Letters of Credit and Swingline Loans, and indemnifying the Administrative Agent and other parties as provided in the Credit Agreement.
(e) Performance of Obligations. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, including, without limitation, obligations to fund its Pro Rata Share of Revolving Loans, Swingline Loans, and reimbursement obligations in respect of Letters of Credit.
(f) Tax Forms (Foreign Lenders). If the Assignee is a Foreign Lender (as defined in the Credit Agreement), it shall, on or before the Effective Date, deliver to the Administrative Agent and the Borrower the tax forms and documents required by Section __ of the Credit Agreement, including, as applicable, duly completed and executed copies of Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, Form W-8IMY (together with all required supporting documentation), or any successor or replacement forms, establishing the Assignee's entitlement to any applicable exemption from, or reduction in, United States federal withholding tax with respect to payments to be made under the Credit Agreement and the other Loan Documents.
(g) Not a Disqualified Institution. The Assignee is not a Disqualified Institution (as defined in the Credit Agreement, if applicable). The Assignee has reviewed the list of Disqualified Institutions (if any) made available by the Administrative Agent and confirms that it does not fall within the definition thereof.
SECTION 7. GOVERNING LAW; JURISDICTION
This Assignment and Assumption shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to conflicts of law principles that would result in the application of any law other than the law of the State of New York (except to the extent that Section 5-1401 of the New York General Obligations Law is applicable).
Instructions: The governing law of this Assignment and Assumption must be consistent with the governing law provision set forth in Section [__] of the Credit Agreement.
Each Party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (a) the Supreme Court of the State of New York sitting in the Borough of Manhattan, County of New York, and (b) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Assignment and Assumption, and each Party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts. Each Party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 7 shall affect the right of any Party hereto to serve legal process in any other manner permitted by law.
Each Party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Assignment and Assumption in any court referred to above, and the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court.
SECTION 8. COUNTERPARTS; ELECTRONIC EXECUTION
This Assignment and Assumption may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic transmission (including by means of .pdf, .tif, .jpg, or similar electronic file delivered by electronic mail or other electronic transmission) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.
The words "execution," "signed," "signature," and words of like import in this Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, and enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 9. NOTICES
All notices, requests, demands, and other communications hereunder shall be in writing and shall be delivered in accordance with Section __ of the Credit Agreement, addressed as follows:
If to the Assignor:
________________________________________
________________________________________
________________________________________
Attention: __________
Telephone: __________
Email: __________
If to the Assignee:
________________________________________
________________________________________
________________________________________
Attention: __________
Telephone: __________
Email: __________
or to such other address as any Party hereto may designate in writing from time to time in accordance with the notice provisions of the Credit Agreement.
SECTION 10. ATTACHMENTS AND SCHEDULES
The following items are attached hereto or shall be delivered to the Administrative Agent concurrently with the execution and delivery of this Assignment and Assumption, as applicable:
(a) A copy of the executed consent of the Administrative Agent (if executed separately from this Assignment and Assumption);
(b) A copy of the executed consent of the Borrower (if required and if executed separately from this Assignment and Assumption);
(c) Any tax forms delivered by the Assignee pursuant to Section 6.2(f) above and Section __ of the Credit Agreement (including, as applicable, IRS Forms W-8BEN, W-8BEN-E, W-8ECI, W-8IMY, W-9, or any other applicable forms); and
(d) Such other documents or certificates as the Administrative Agent may reasonably request in connection with the recording of this assignment in the Register.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Parties hereto have caused this Assignment and Assumption to be executed and delivered as of the Effective Date set forth above.
ASSIGNOR:
________________________________________
[INSERT FULL LEGAL NAME OF ASSIGNOR]
By: ________
Name: __________
Title: __________
Date: __________
ASSIGNEE:
________________________________________
[INSERT FULL LEGAL NAME OF ASSIGNEE]
By: ________
Name: __________
Title: __________
Date: __________
CONSENT OF ADMINISTRATIVE AGENT (if applicable)
The undersigned, as Administrative Agent under the Credit Agreement, hereby consents to the foregoing Assignment and Assumption, effective as of the Effective Date set forth above.
________________________________________
[INSERT NAME OF ADMINISTRATIVE AGENT], as Administrative Agent
By: ________
Name: __________
Title: __________
Date: __________
CONSENT OF BORROWER (if required)
The undersigned, as Borrower under the Credit Agreement, hereby consents to the foregoing Assignment and Assumption, effective as of the Effective Date set forth above.
________________________________________
[INSERT NAME OF BORROWER], as Borrower
By: ________
Name: __________
Title: __________
Date: __________
ANNEX 1
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION AGREEMENT
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 Assignment and Assumption.
(b) "Effective Date" has the meaning set forth in Section 3.3 of the Assignment and Assumption to which this Annex 1 is attached.
(c) All other capitalized terms used but not otherwise defined herein or in the Assignment and Assumption to which this Annex 1 is attached shall have the meanings assigned to such terms in the Credit Agreement. The rules of interpretation set forth in Section 1.02 of the Credit Agreement (or any equivalent provision thereof regarding rules of construction) shall apply to this Annex 1 as if set forth herein in full, mutatis mutandis.
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 Administrative Agent and other parties, in each case to the extent of the Assigned Interest). Notwithstanding the foregoing, the Assignor shall not be released from any obligation or liability arising prior to the Effective Date with respect to the Assigned Interest, including, without limitation, any indemnification obligation arising from events occurring prior to the Effective Date, except to the extent expressly assumed by the Assignee hereunder.
(b) The Assignor shall retain all of its rights under the Credit Agreement and the other Loan Documents with respect to any Commitment, Loans, participations in Letters of Credit, and participations in Swingline Loans not assigned hereunder. If the Assignor assigns less than its entire Commitment and all of its outstanding Loans hereunder, the Assignor shall continue as a Lender under the Credit Agreement with respect to the retained portion of its Commitment and Loans, and all references to the Assignor's Commitment and Loans in the Credit Agreement and the other Loan Documents shall be deemed to refer to such retained portion.
(c) Nothing in this Assignment and Assumption shall constitute a novation of the obligations of the Borrower, any Subsidiary Guarantor, or any other Obligor under the Credit Agreement or any other Loan Document. The Assignee acknowledges and agrees that the liabilities and obligations of the Borrower and the other Obligors under the Credit Agreement and the other Loan Documents shall continue in full force and effect without modification.
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, and other amounts payable thereunder, the right to vote on matters submitted to the Lenders for approval, consent, or waiver (in each case, to the extent of the Assigned Interest), and the right to receive the benefit of the Collateral and the Guarantees under the Loan Documents.
(b) The Assignee shall be subject to all obligations and liabilities of a Lender under the Credit Agreement and the other Loan Documents to the extent of the Assigned Interest, including, without limitation, (i) the obligation to fund its Pro Rata Share of Revolving Loans and other extensions of credit, (ii) the obligation to purchase participations in Letters of Credit and Swingline Loans, (iii) the obligation to indemnify the Administrative Agent and other Indemnitees as provided in the Credit Agreement, and (iv) the obligation to comply with confidentiality requirements applicable to Lenders under the Credit Agreement.
(c) The Assignee shall, from and after the Effective Date, be deemed to be a "Lender" for all purposes under the Credit Agreement and the other Loan Documents, and all references in the Credit Agreement and the other Loan Documents to "Lenders" shall be deemed to include the Assignee.
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 Agreement.
(b) Upon receipt by the Administrative Agent of (i) a fully executed copy of the Assignment and Assumption to which this Annex 1 is attached, (ii) all required consents (including, without limitation, the consent of the Administrative Agent and, if required, the consent of the Borrower), and (iii) the processing and recordation fee required by Section 5 of the Assignment and Assumption, the Administrative Agent shall promptly record the information contained in the Assignment and Assumption in the Register, including the name and address of the Assignee, the amount of the Assigned Interest, and the Effective Date. Until such recording has been made, the interests of the Assignor and the Assignee under the Credit Agreement shall be determined without regard to the Assignment and Assumption, and the Administrative Agent, the Borrower, and the other Lenders shall be entitled to treat the Assignor as the holder of the Assigned Interest for all purposes under the Credit Agreement.
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: Insert the applicable minimum assignment threshold as set forth in Section 10.04 of the Credit Agreement (e.g., $5,000,000, or $1,000,000 in integral multiples of $1,000,000 in excess thereof). Assignments to an existing Lender, an Affiliate of an existing Lender, or an Approved Fund may be subject to a lower (or no) minimum assignment amount, as specified in the Credit Agreement.
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 3.2, and the Assignee's Commitment Percentage shall be increased (or established) by a corresponding amount.
(b) All payments of interest, fees, commissions, and other amounts that accrue under the Credit Agreement and the other Loan Documents through and including the day immediately preceding the Effective Date (including, without limitation, commitment fees, letter of credit fees, and interest on outstanding Loans) shall be for the account of the Assignor. All payments of interest, fees, commissions, and other amounts that accrue from and after the Effective Date shall be for the account of the Assignee, in each case to the extent of the Assigned Interest.
(c) If on the Effective Date there are any outstanding Loans in respect of which the Assignor has funded its Pro Rata Share, the Administrative Agent shall arrange for the settlement of such Loans as between the Assignor and the Assignee in accordance with the Administrative Agent's customary procedures, and the Assignee shall pay to the Assignor (through the Administrative Agent, if so directed by the Administrative Agent) an amount equal to the outstanding principal amount of the Loans assigned hereunder, together with accrued and unpaid interest thereon through the Effective Date, unless the Parties otherwise agree in writing.
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 executed copies of the following, as applicable:
(i) Internal Revenue Service Form W-8BEN or Form W-8BEN-E, as applicable, establishing the Assignee's entitlement to benefits under an applicable income tax treaty with the United States;
(ii) Internal Revenue Service Form W-8ECI, if the Assignee is claiming that all payments under the Credit Agreement are effectively connected with the conduct of a trade or business within the United States;
(iii) Internal Revenue Service Form W-8IMY, together with all required supporting documentation (including Forms W-8BEN, W-8BEN-E, W-8ECI, or W-9 from each beneficial owner, as applicable), if the Assignee is a flow-through entity for United States federal income tax purposes; or
(iv) Any other form prescribed by applicable law as a basis for claiming exemption from, or a reduction in, United States federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(b) If the Assignee is not a Foreign Lender, the Assignee shall deliver to the Administrative Agent and the Borrower a duly completed and executed Internal Revenue Service Form W-9 on or before the Effective Date.
(c) The Assignee agrees to update or replace any tax form or document previously delivered hereunder in accordance with the requirements of Section __ of the Credit Agreement, including upon the obsolescence or invalidity of any form previously delivered.
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 Party hereto in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
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. There are no representations, warranties, covenants, or agreements among the Parties hereto with respect to the subject matter hereof other than those expressly set forth or referred to herein or in the Credit Agreement.
[END OF ANNEX 1]
| Item | Details |
| Assignor: | __________ |
| Assignee: | __________ |
| Facility Assigned: | __________ |
[Revolving Credit Commitment / Term Loan Commitment / Swingline Commitment / LC Commitment, as applicable]
| Aggregate Amount of Commitment Assigned: | $________ |
| Percentage of Total Commitment Assigned (as a percentage carried to the 8th decimal place): | ______% |
| Amount of Outstanding Loans Assigned: | $________ |
| Amount of Participations in Letters of Credit Assigned: | $________ |
| Amount of Participations in Swingline Loans Assigned: | $________ |