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<br />conditions, agreements, terms, provisions and limitations as the original Assigned Agreement(s) <br />(except for any requirements which have been fulfilled by the Company and the Obligor prior to <br />such rejection or termination), provided that no such new Assigned Agreement(s) shall be <br />required if, as to be determined by the mutual consent ofthe Collateral Agent and the Obligor, <br />such consent not to be unreasonably withheld or delayed, (x) the subsequent assignee is not at <br />such time at least as creditworthy and capable of performing, or causing the performance of, the <br />obligations of the Company under such Assigned Agreement(s) as was the Project Company at <br />the date of the initial execution of such Assigned Agreement(s), (y) the subsequent assignee does <br />not assume possession and control of the Project and (z) the subsequent assignee does not <br />expressly assume all then remaining contractual obligations of the Company under such <br />Assigned Agreement(s). References in this Consent and Agreement to the "Assigned <br />Agreements" shall be deemed also to refer to the new Assigned Agreement(s). <br /> <br />(1) In the event that the Collateral Agent or its designee(s), or any purchaser, <br />transferee, grantee or assignee of the interests of the Collateral Agent or its designee(s) in the <br />Project assumes or becomes liable under any Assigned Agreement (as contemplated in <br />subsection (c ), (d) or ( e) above or otherwise), liability in respect of any and all obligations of any <br />such Person under such Assigned Agreement shall be limited to such Person's interest in the <br />Project (and no officer, director, employee, shareholder or agent thereof shall have any liability <br />with respect thereto). <br /> <br />(h) All references in this Consent and Agreement and elsewhere in this Consent <br />and Agreement to the "Collateral Agent" shall be deemed to refer to the Collateral Agent, acting <br />with full power and authority on behalf of the Secured Parties, and any agent, nominee, designee, <br />or transferee thereof, including any experts or counsel selected by the Collateral Agent to act as <br />such, acting for the benefit ofthe Secured Parties (regardless of whether so expressly provided), <br />and all actions permitted to be taken by the Collateral Agent under this Consent and Agreement <br />may be taken by any such agent, nominee, designee or transferee. <br /> <br />6. Sl1ecial Agreements. The Obligor, the Company and the Collateral Agent <br />hereby further acknowledge and agree that: <br /> <br />Nothing in this Consent and Agreement shall alter or diminish in any manner <br />whatsoever the Obligor's right to fully enforce the Assigned Agreements against the Company. <br /> <br />7. Miscellaneous. <br /> <br />(a) No failure on the part of any party or any of its agents, nominees, designees or <br />transferees to exercise and no delay in exercising, and no course of dealing with respect to, any <br />right, power or privilege hereunder shall operate as a waiver thereof (subject to any statute of <br />limitations), and no single or partial exercise of any right, power or privilege hereunder shall <br />preclude any other or further exercise thereof or the exercise of any other right, power or <br />privilege. The rights, remedies, powers and privileges provided herein are cumulative and not <br />exclusive of any rights, remedies, powers and privileges provided by law. <br /> <br />SAN MARCOS CONSENT AND AGREEMENT <br /> <br />DC 1 :#8062372v6 <br />