Res 2001-095 - Laserfiche WebLink

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(b) Upon the occurrence of any default or event of default by the Company under any Assigned Agreement, the Obligor will provide the Collateral Agent with written notice thereof and an opportunity to cure such defauit or event of default should the Collateral Agent elect in its sole discretion to do so. Any curing of or attempt to cure any of the Company's defaults under such Assigned Agreement shall not be construed as an assumption by the Collateral Agent or any Secured Party of any covenants, agreements or obligations of the Company under such Assigned Agreement. Neither the Collateral Agent nor any Secured Party shall have any obligation to the Obligor for the performance of any obligations under any Assigned Agreement unless and until (and to the extent), in the case of the Collateral Agent, such entity succeeds to the interest of the Company under such Assigned Agreement as contemplated by Section S(e) or 5(d) below. (c) The Obligor consents to the transfer of the Company's interest lmder the Assigned Agreements pursuant to the exercise of the Secured Parties' remedies hereunder and under the Security Documents and agrees that upon such transfer the Obligor shall recognize the Collateral Agent, for the benefit of the Secured Parties, or such assignee meeting the requirements of Section 4(d)(v) above, as the case may be, as the beneficiary of the rights of the Company tmder the Assigned Agreements (subject as follows). Except as otherwise set forth in the immediately preceding sentence, none of the Secured Parties or the Collateral Agent shall be liable for the payment, performance or observance of any of the obligations, covenants or duties of the Company tmder the Assigned Agreements, and the assignment of the Assigned Agreement by the Company to the Collateral Agent pursuant to the Security Documents shall not give rise to any duties or obligations whatsoever on the part of the Collateral Agent or any of the Secured Parties owing to the Obligor or the Company. (d) Upon the exercise by the Collateral Agent of any of the remedies with respect to an event of default under the Security Documents in respect of any Assigned Agreement, the Collateral Agent may assign its rights and interests and the rights and interests of the Company under such Assigned Agreement to any Person with the prior written consent of the Obligor to the extent required pursuant to Section 4(d) above, if such Person shall assume all of the obligations of the Company under such Assigned Agreement. Upon such assignment and assumption, the Collateral Agent and the Secured Parties shall have no liabilities, duties or obligations under such Assigned Agreement arising after such assignment and assumption. (e) In the event that (i) any Assigned Agreement is rejected by a trustee, liquidator, debtor-in-possession or similar Person in any bankruptcy, insolvency or similar proceeding involving the Company or (ii) any Assigned Agreement is terminated as a result of any bankruptcy, insolvency or similar proceeding involving the Company and, if within 30 days after such rejection or termination, the Collateral Agent shall so request and shall certify in writing to the Obligor or its designees(s) shall so request and shall certify in writing to the Obligor that it intends to perform or cause the performance of the obligations of the Company as and to the extent required under such Assigned Agreement(s), the Obligor will execute and deliver to the Collateral Agent or such designee(s) new Assigned Agreement(s) for the balance of the remaining term under the original Assigned Agreement(s) and containing the same SAN MARCOS CONSENT AND AGREEMENT DC 1 :#8062372v6