Assumption by Collateral Agent or Designee Clause Samples

Assumption by Collateral Agent or Designee. 1.1 The Contracting Party agrees that if an event of default under the Credit Agreement has occurred and is continuing (an “Event of Default”), Collateral Agent (or any entity acting on behalf of Collateral Agent), pursuant to an exercise of rights or other enforcement of remedies in respect of such Event of Default, may (but shall not be obligated to) assume, or cause any purchaser at any foreclosure sale or any assignee or transferee under any instrument of assignment or transfer in lieu of foreclosure to assume, all of the interests, rights and obligations of the Project Company thereafter arising under the Assigned Agreement. Any such assumption shall only be made pursuant to an express written agreement. [Without limiting the generality of the foregoing, Collateral Agent or any such other person shall have the full right and power to enforce directly against the Contracting Party all obligations of the Contracting Party under the Assigned Agreement and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by the Project Company under the Assigned Agreement, and the Contracting Party shall comply in all respects such exercise, demands, notices, or requests, in each case, for so long as such Event of Default is continuing.41] 1.2 If the interest of the Project Company in the Assigned Agreement is assumed by Collateral Agent (or any entity acting on behalf of Collateral Agent) or sold or transferred to and assumed by a purchaser as provided in Section 2(a), then the assuming party shall agree in writing to be bound by and to assume the terms and conditions of the Assigned Agreement and any and all obligations owing by the Project Company to the Contracting Party arising or accruing thereunder from and after the date of such assumption. Upon receipt of such written agreement, the Contracting Party agrees to continue to perform its obligations under the Assigned Agreement in favor of the assuming party as if such party had thereafter been named as the Project Company under the Assigned Agreement. The prior cure of existing defaults under the Assigned Agreement shall not be a condition to any assumption of the Assigned Agreement in accordance herewith. 1.3 The Contracting Party agrees that if Collateral Agent (or any entity acting on behalf of Collateral Agent) assumes the Assigned Agreement as provided above, then Collateral Agent (or any such other entity) shall no...