Assignment by Exiting Lenders. (a) Each of the Lenders identified on the signature page hereto as an “Exiting Lender” (each an “Exiting Lender”) hereby sells and assigns to Bank of America, without recourse and without representation or warranty except as expressly set forth in clause (c) below, any and all of each such Lender’s rights and obligations under the Existing Loan and Security Agreement and the other “Loan Documents” as defined therein as of the date hereof, including, without limitation, all obligations under Article II regarding Revolving Loans and Letters of Credit and participations therein, and Bank of America hereby purchases and assumes from such Lenders, all of such rights and obligations (the “Initial Closing Date Assignment”). On the Closing Date, after giving effect to the Initial Closing Date Assignments, each Exiting Lender shall (i) be paid in full for all amounts owing to it under the Existing Loan and Security Agreement from or on behalf of Bank of America (with respect to principal) and the Borrowers (in the case of all other amounts), (ii) cease to be a “Lender” under the Existing Loan and Security Agreement, the other “Loan Documents” as defined therein, this Agreement and the other Loan Documents and (iii) relinquish its rights (provided, that it shall still be entitled to any rights which by their express terms survive the repayment of its obligations under the Existing Loan and Security Agreement in respect of any circumstance, event or condition arising prior to the Closing Date) and be released from its obligations under the Existing Loan and Security Agreement, the other “Loan Documents” as defined therein, this Agreement and the other Loan Documents. The Initial Closing Date Assignments shall be deemed to have been effected by way of, and subject to the terms and conditions of (subject to clause (c) below), Assignment and Acceptances without the payment of any related assignment fee and no documents or instruments (other than this Agreement) shall be, or shall be required to be, executed in connection therewith (all of which are hereby waived). Each of the Exiting Lenders is executing this Agreement solely for the purposes of agreeing to and being bound by this Section 15.1.
Assignment by Exiting Lenders. (a) Each Exiting Lender hereby sells, transfers and assigns to the Lenders, and each Lender severally hereby purchases, assumes and accepts from the Exiting Lenders without recourse and without representation or warranty (except as provided herein) such Lender’s Pro Rata Share of all of such Exiting Lender’s “Pro Rata Share” (as defined in the Existing Credit Agreement) immediately prior to the Effective Time of (i) the Commitments under the Existing Credit Agreement, (ii) the outstanding Existing Revolving Credit Outstandings and (ii) all related rights, benefits, obligations (including the Exiting Lenders’ Commitments), liabilities and indemnities of the Exiting Lenders under and in connection with the Existing Credit Agreement, each Existing Loan Document and all Collateral and other security for the Obligations (the “Assigned Interest”). For the avoidance of doubt, the Assigned Interest in the aggregate equals 100% of each of the Exiting Lenders’ rights and obligations under the Existing Credit Agreement.
