Res 2001-095 - Laserfiche WebLink

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(c) The Obligor acknowledges the right of the Collateral Agent, upon the occurrence of an event of default under the Credit Agreement or the Security Documents to exercise and enforce, or cause the enforcement of, all rights of the Company under any Assigned Agreement, in accordance with the terms of such Assigned Agreement. (d) The Obligor acknowledges and agrees, notwithstanding anything to the contrary contained in any Assigned Agreement, that none of the following (to the extent not inconsistent with the terms of this Consent and Agreement) shall constitute, in and ofitselt~ a default by the Company under any Assigned Agreement or shall result in a termination thereof: (i) the assignment of any Assigned Agreement pursuant to the Security Docunlents; (ii) the operation of the Project by the Collateral Agent following the occurrence and continuance of an event of default under the Credit Agreement; (iii) foreclosure or any other enforcement of the Security Documents by the Collateral Agent; (iv) acquisition of the rights of the Company under any Assigned Agreement in foreclosure by the Collateral Agent; or (v) assignment, with the Obligor's written consent not to be unreasonably withheld or delayed, except that no such prior written consent shall be required if at the time of such assignment, as to be determined by the mutual consent of the Collateral Agent and the Obligors, such consent not to be unreasonably withheld or delayed, the assignee is at least as creditworthy as the Company, is able to perform the Company's obligations under the Assigned Agreement and expressly assume such obligations of the Assigned Agreements by the Collateral Agent following a purchase in foreclosure or following an absolute assignment thereof in lieu of foreclosure. (e) Notwithstanding anything to the contrary in the Assigned Agreements and in compliance with the Texas Public Information Act, the Obligor hereby consents to the disclosure of the Assigned Agreements to the Collateral Agent, the Administrative Agent, the Depositary Bank, the Issuing Bank and the other lenders party to the Credit Agreement, their respective shareholders, directors, officers, employees, agents, representatives and attorneys and each of their respective successors and assigns. 5. Consent and Agreement. The Obligor hereby acknowledges and agrees that: (a) Upon receipt by Obligor of written notice from the Collateral Agent that an event of default has occurred and is continuing under the Credit Agreement, the Collateral Agent or any assignee thereof shall be entitled to exercise, or to cause the exercise of, any and all rights of the Company under any Assigned Agreement in accordance with its terms. Without limiting the generality of the foregoing, the Collateral Agent or any assignee thereof shall have the full right and power to enforce, or to cause the enforcement, directly against the Obligor all obligations of the Obligor under such Assigned Agreement and otherwise to exercise all remedies thereunder and to make, or cause to be made, all demands and give all notices and make, or cause to be made, all requests required or permitted to be made by the Company under such Assigned Agreement. SAN MARCOS CONSENT AND AGREEMENT DCl :#8062372v6