CIT Assignment and Assumption Clause Samples

CIT Assignment and Assumption. For an agreed consideration, The CIT Group/Business Credit, Inc. (“CIT”) hereby irrevocably sells and assigns to each of the other Lenders (other than Fifth Third Bank), on a pro rata basis, and each other such Lender hereby irrevocably purchases and assumes from CIT, subject to and in accordance with the Standard Terms and Conditions attached hereto as Exhibit B and the Credit Agreement, as of the Effective Date, the interest in and to all of CIT’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents all of CIT’s outstanding rights and obligations under the credit facility (including without limitation any letters of credit, guaranties and swingline loans included in such facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), suits, causes of action and any other right of CIT 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) (the “Assigned Interest”). Such sale and assignment is without recourse to CIT and, except as expressly provided in this Amendment, without representation or warranty by CIT.