With effect on and after the Closing Date and subject to the terms and conditions set forth herein, Seller shall assign, transfer and convey to Buyers, and Buyers shall purchase and acquire from Seller, all of Seller’s right, title, and interest in, to and under the Loan Rights. The conveyance shall be made pursuant to documents substantially in the form of the assignment documents annexed hereto as Exhibit A (Assignment of Loan Documents) and Exhibit B (Allonge). Moreover, on the Closing Date, the Administrative Agent shall be deemed to have resigned its position as administrative agent under the Amended and Restated Credit Agreement dated October 3, 2011, between the Borrower, DD Energy, and upon such resignation, Cortland Capital Market Services LLC (the “ New Administrative Agent ”) shall assume the role as administrative agent thereunder. On or before the Effective Date, (i) each of the parties shall have executed and delivered a counterpart to this Agreement and (ii) the parties shall have executed and delivered all other documents required to effect a transfer of the Loan Rights from Seller to Buyers, including, without limitation, all requisite documentation set forth in this Section 2.01(a), Section 7.03 and Section 7.04. On the Effective Date, Buyers shall deliver the Cash Purchase Price to Seller. Upon payment of the Cash Purchase Price, Buyers shall be deemed to have assumed all of Seller’s liabilities and obligations of every nature whatsoever with respect to the Loan, the Loan Rights and the Loan Documents existing as of the Closing Date. Without limiting the foregoing, effective as of Closing, Buyers shall be solely responsible for the existence of any and all insurance pertaining to the Loan Rights, including casualty and liability insurance coverage relating to the Real Property. The obligations of the parties to consummate the transactions contemplated hereby are subject to the following conditions, any and all of which may be waived in writing, in whole or in part, by each party to the extent permitted by applicable law: (i) each party shall have performed in all material respects all of its obligations set forth herein required to be performed by it on or prior to the Effective Date and (ii) the representations of each party set forth herein shall be true in all material respects as of the Effective Date.