Assigned Interest. 1 Select as applicable. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders** Amount of Commitment/Loans Assigned* Percentage Assigned of Commitment/Loans3 $ $ % $ $ % $ $ % [7. Trade Date: ______________]4 _____________________________ 2 Fill in the appropriate terminology for the types of facilities under the Loan Agreement that are being assigned under this Assignment. * Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 4To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: _____________ ___, 20___ [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]5Accepted: JPMORGAN CHASE BANK, N.A. as Agent By: Title: [Consented to]6: [CADENCE DESIGN SYSTEMS, INC., a Delaware corporation] By: Title: _____________________________________________________________________________________________ 5 To be added only if the consent of the Administrative Agent is required by the terms of the Loan Agreement. 6To be added only if the consent of the Borrower is required by the terms of the Loan Agreement. ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
Assigned Interest. Facility Assigned2 Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans3 $ $ % $ $ % Effective Date: _____________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.) 3 Set forth, to at least 9 decimals, as a percentage of the Commitment Loans of all Lenders thereunder. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: [Consented to and1 Accepted: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title:] [Consented to:2 LXXXXX POOL PRODUCTS, INC., as Borrower By: Name: Title: ] 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Revolving Commitment $ $ % $ $ % Effective Date: , 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [Consented to:]3 CRICUT, INC., a Delaware corporation, as Borrower Representative By: Name: Title: 3 To be added only if the consent of the Borrower Representative is required by the terms of the Credit Agreement ANNEX 1 ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
Assigned Interest. Facility Assigned2 [[2021] [2023] Aggregate Revolving Commitments]] [Term Loans] for all Lenders Amount of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving Commitments] [Term Loans] Assigned Percentage Assigned of [[2021] [2023] Revolving Commitments] [Term Loans] /[[2021] [2023] Revolving] [Term] Loans3 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “2021 Revolving Facility,” “2023 Revolving Facility,” “Tranche A-1 Term Loan Facility” or “Tranche A-2 Term Loan Facility”). 3 Set forth, so at least 9 decimals, as percentage of the [2021 Revolving] [2023 Revolving] [Term Loan] Commitment/[Revolving] [Term] Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Status of Assignee under Section 2.17(f)(iii) of the Agreement: [not a Qualifying Recipient] [a Qualifying Recipient (other than a Treaty Recipient)] [a Treaty RecipientDTTP Scheme Reference Number: _________________________________Jurisdiction of Tax Residence: _________________________________]4 4 Assignee to select (and complete) appropriate option. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender By: Name: Title: [_________], as Issuing Bank By: Name: Title: [[_____], as Issuing Bank]5 By: Name: Title: [Consented to:]6 XXXXXXX XXXX (USA), INC. By: Name: Title: [SWISS BORROWER] [if assignee is a Swiss Non-Qualifying Bank]7 By: Name: Title: 5 To be included if other Lender(s) become Issuing Banks. 6 To be added only if the consent of the Company or the Swiss Borrower is required by the terms of the Credit Agreement.
Assigned Interest. Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans $ $ %
Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders* Amount of Commitment/Loans Assigned* Percentage Assigned of Commitment/Loans1 ____________ $ $ _______% ____________ $ $ _______% ____________ $ $ _______%
Assigned Interest. Assignor[s] Assignee[s] Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/ Loans CUSIP Number $ $ % $ $ % $ $ %
Assigned Interest. Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 Tranche A Revolving Loans $ $ % Tranche B Revolving Loans $ $ % 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]3 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: Consented to and Accepted: BANKRATE, INC.4 By: Name: Title: 3 This date may not be fewer than 5 Business days after the date of assignment unless the Administrative Agent otherwise agrees. 4 To be completed to the extent consent is required under Section 10.04(b) and the definition of “Eligible Assignee”. XXXXXXX XXXXX BANK USA, 5 as Administrative Agent By: Name: Title: By: Name: Title: [ ], 6 as Issuing Bank By: Name: Title: By: Name: Title: 5 To be completed to the extent consent is required under Section 10.04(b). 6 Reference to Issuing Bank (if any) required for an assignment of Tranche A Revolving Commitments. ANNEX 1 to Assignment and Assumption BANKRATE, INC. REVOLVING CREDIT AGREEMENT STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
Assigned Interest. 1 Select as applicable. Form of Assignment and Assumption Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ $ $ $ $ $ $ $ Trade Date: 3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Form of Assignment and Assumption [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
Assigned Interest. Aggregate Amount of Amount of Percentage Commitment/Loans Commitment/Loans Assigned of Facility Assigned for all Lenders Assigned Commitment/Loans CUSIP Number --------------------------- ------------------------ ------------------------- ----------------------- ------------------- _____________ $_______________ $_______________ ______________% --------------------------- ------------------------ ------------------------- ----------------------- ------------------- --------------------------- ------------------------ ------------------------- ----------------------- ------------------- _____________ $_______________ $_______________ ______________% --------------------------- ------------------------ ------------------------- ----------------------- -------------------
