Res 2001-095 - Laserfiche WebLink

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(d) Attached as Exhibit A to this Consent and Agreement is a true, correct and complete copy of the Assigned Agreements. This Consent and Agreement and (assuming the due authorization, execution and delivery by, and binding effect on, the Company) the Assigned Agreements are in full force and effect. (e) To the best of the Obligor's knowledge, there is no action, suit, investigation or proceeding at law or in equity by or before any Government Authority or court which questions the validity, binding effect or enforceability hereof or of any of the Assigned Agreements or any action taken or to be taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby. (f) To the best of the Obligor's knowledge, the Obligor is not in default under any covenant or obligation hereunder or under any Assigned Agreement and no such default has occurred prior to the date hereof. To the best knowledge of the Obligor, the Company is not in default under any covenant or obligation of any Assigned Agreement and no such default has occurred prior to the date hereof. After giving effect to the assignment by the Company to the Collateral Agent of the Assigned Agreements pursuant to the Security Documents, and after giving effect to the acknowledgment of and consent to such assignment by the Obligor (as constituted by this Consent and Agreement), there exists no event or condition which would constitute a default, or which would, with the giving of notice or lapse of time or both, constitute a default under any Assigned Agreement. 3. Representations in the Assigned Agreements. Each of the representations made by the Obligor in each of the Assigned Agreements is (a) incorporated herein by reference as fully and to the same extent as if set forth herein in its entirety and (b) true and correct as of the date of this Consent and Agreement with the same force and effect as if made on and as of such date (or, if stated to have been made solely as of an earlier date, was true and correct as of such earlier date). 4. Consent to Assignment. (a) The Obligor hereby consents to the assignment by the Company of all its right, title and interest in, to and under the Assigned Agreements to the Collateral Agent for the benefit of the Secured Parties as collateral security for the obligations as and to the extent provided in the Security Documents. (b) The Company agrees that it shall remain liable to the Obligor for all obligations of the Company under the Assigned Agreements. The Obligor agrees that (i) except as otherwise provided herein, it shall look only to the Company for the performance of such obligations and (ii) to the extent provided in the Assigned Agreements, it shall be and remain obligated to the Company to perform all of its obligations and agreements under the Assigned Agreements. SAN MARCOS CONSENT AND AGREEMENT DC 1 :#8062372v6