SALE AND ASSIGNMENT; PURCHASE PRICE. Subject to the terms and conditions of this Agreement:
SALE AND ASSIGNMENT; PURCHASE PRICE. Funding of Working Capital Reserve and Capital Improvement Fund; Account Closing.
SALE AND ASSIGNMENT; PURCHASE PRICE. (a) For $10.00 in hand paid, the receipt of which is hereby acknowledged, the mutual covenants and agreements contained herein, and for other good and valuable consideration, each Assignor shall sell, transfer, assign, grant and convey unto Assignee, its successors and assigns, on the Assignment Date (defined below) its interest in the Assigned Rights, WITHOUT RECOURSE, REPRESENTATION OR WARRANTY. Upon the assignment of the Assigned Rights, Assignors shall be released and discharged from any obligations to Quest Cherokee under the Second Lien Loan Agreement and the Assignee shall not assume or be liable for any of Assignors’ obligations to Quest Cherokee under the Second Lien Loan Agreement, the parties agreeing and acknowledging that all obligations of the Assignors transferred herein will be amended and restated by the Borrowing Base Facility Credit Agreement to the extent of any Assignor that is a Borrowing Base Facility Lender. The Assignee acknowledges receiving the Assigned Rights. The Assignee confirms that the indebtedness comprising the Assigned Rights will be allocated among the Borrowing Base Facility Lenders in accordance with each such Borrowing Base Facility Lender’s Pro Rata Share (as defined in the Borrowing Base Facility Credit Agreement) of the aggregate commitment under the Borrowing Base Facility Credit Agreement.
