Assignment and Assumption Consent. Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.
Assignment and Assumption Consent. (a) The Original Guarantor hereby assigns and transfers to the New Guarantor all of the Original Guarantor’s right, title, interest and obligations in, to and under the Original Guaranty and the other Operative Documents.
(b) The New Guarantor hereby irrevocably, absolutely, unconditionally and expressly assumes, in accordance with the terms and conditions of the Guaranty (in the form attached hereto as Exhibit A), the due and punctual payment, performance and observance of each agreement and condition contained in the Operative Documents to be paid, performed or observed by the “Guarantor”, known or unknown, whether arising prior to the date hereof or hereafter, and agrees to be bound by all of the provisions of the Operative Documents with the same effect as if the New Guarantor were the named party therein. Except as expressly stated herein, the Original Guarantor shall not be released from any obligations under the Operative Documents arising prior to the Effective Date.
(c) Subject to the terms and conditions of this Agreement, the Lenders, the Lessor, the Administrative Agent and the Collateral Agent (i) consent and agree to the foregoing assignment and assumption and the substitution of the New Guarantor under the Operative Documents and that from and after the Effective Date, all references in the Operative Documents to the Original Guarantor shall be deemed to be references to the New Guarantor; (ii) consent and agree to the Depositary’s transfer of the collateral from the Original Guarantor’s Deposit Account to a Deposit Account held by Depositary in the name of the New Guarantor; (iii) agree that, following the Effective Date, the Original Guarantor may be dissolved (and waive any potential Event of Default under Section 16.1(g) of the Lease that may result from such dissolution of the Original Guarantor); and (iv) agree that, following the Effective Date, the Pledge Agreement and the Control Agreement executed and delivered by the Original Guarantor shall be terminated.
Assignment and Assumption Consent
