Free Answering Brief in Opposition - District Court of Delaware - Delaware


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Date: December 31, 1969
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State: Delaware
Category: District Court of Delaware
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Case 1:04-cv-01551-JJF Document 379-7 Filed 10/05/2007 Page 1 of 4
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Exh1b1t 27

Case 1 :04-cv-01551-JJ F Document 379-7 Filed 10/05/2007 Page 2 of 4 Q
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ASSIGNMENT AND ACCEPTANCE OF LOAN ANI) SECURTIY AGREEMENT l
Reference is zmtde to the Loan and Security Agreement dated as of December 31,
1995 between STUDENT FINANCE CORPORATION {"Borrower"), and ROBERT L. BAST
as LENDER (es amended, modified and suppiemented to date, the “Loa.n Agreement").
‘ Capitalized terms used herein and not otherwise defined are as defined in the Loan Agreement.
This Assignment and Acceptance Agreement (the "Assignment and Acceptanee")
_ rnemorializes the agreements entered into in connection with the consensual execution by
Assignor against the Assignee on June 14, 2002 under the Assignee’s guarantee ofthe Loan
Agreement pursuant to the Guarantee. 5
l Robert L. Best (the “Assignor”) and Andrew N. Yoo (the"Assignee") agree as _
foliowsz Q
I. Subject to the provisions hereinafter set forth, the Assignor hereby seiis and
assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, E
Wi'!}-IOU'i` RECOURSE, in the maximum Principal Amount of $750,000 the Loan Agreement f
and the Debt Instrument together with eil interest and fees due thereafter as provided in the Loan ?
· Agreement. The effective date of this Assignment and Acceptance shell be June 14, 2002 (the
"E£fective Dete”}. E
2. The Assignor makes no representations nor any warranties and assumes no
responsibility with respect to (E) any statements, warranties or representations mode in or in
connection with the Loon Agreement or the execution, iegality, validity, enforceability,
gonniueness, sufticieney or value ofthe Loan Agreement or any other instrument or document
iixmished pursuant thereto, or the creation, perfection, priority or enforceabiiity of any Lien or
the existence, nature, value or sufficiency to any Collateral; or (ii)ti1e financial oondition ofthe
Borrower or the peribmtance or observance by the Borrower orany subsidiary ofthe Borrower 2
of any of its obligations under the Loan Agreement or any other instrument or document z
furnished pursuant thereto. _ ·
3. The Assignee (i) eondnns that he has received at copy ofthe Loan Agreement, l
together with copies ofthe tinanciai statements referred to in Section 4.0 i(h) of the Loan
Agreement and snob. other documents and information as he has deemed appropriate to make its
‘ own credit analysis and decision to enter into this Assignment of Loan and Security Agreement
(the “Assignment and Aceeptance"); (ii) agrees that he wiii, independently and without reliance
. upon the Assignor or any other person, and based on such documents and information as it sim}!
deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Agreement; (iii) agrees that he will perform in accordance with his terms
` ali ofthe obligations which by tire terms ofthe Loon Agreement are required to be performed by
_ Lender; andagvj speoiiiesjas itiéddress for notices the address set forth beneath his name on the
signature neges iiereoii —~—z;·e . r ,, _ T
4. On the EH'ective Date, the Assignee (a) transferred, assigned and conveyed to
· the Assignor all of the Atssignee’s right, titie ond interest in i2 shares of.DHP G.P. inc.; 12
shares of Ono Summit Place G.P. Inc., 12 shares of Premier Education Group GP. ine. (said
msoneutumo rmeennmnocr i
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Case 1 :04-cv-01551-JJ F Document 379-7 Filed 10/05/2007 Page 3 of 4
shares ere herein collectively referred to as the "Stoek“) in partial satisfection ofthe Asigofs
obligations under the Guarantee. Assignee further agrees to pay to Assignee the excess of{i) all
principal and accrued interest and fees due under the Lotm Agreement fiom the date ofthe loan
‘ through and including the date of disposition ofthe Stock as calculated under the Loan
Agreement {including, but not limited to, default mes of interest, exit fees and the like) over (ii)
' the amount received on the disposition ofthe Stock and any distributions thereon. Such amount
shall be payable within ten (i 0) days of notice by the Assiguo: to the Assignee ofthe amount
due, which amount may not be contested by the Assignee. Assignee agrees to pay to Assignee
within te¤(l0) days ofthe sale ofthe Stock the excess of (i) the amount received on the
disposition ofthe Stock and any distributions thereon over {ii) all principal and accrued interest _
and fees due under the Loan Agreement from the date ofthe loan through and including the date
of disposition ofthe Stock as calculated under the Loan Ageemcnt (including, but not limited to,
default rates ofintcrest, exit fees and the like). . .
5. As of the Effective Dete, (E) the Assignee shall be substituted for the Lender 5
under the Loan Agccment and, to the extent provided in this Assignment and Acceptance, have j
the righe and obligations of the Lender thereunder, and (ii) the Assignor shall, to the extent Q
provided intbis Assigsmeot tw Acceptance, relinquish Assigxxofs rights and be released item Q
‘ his obligations under the Loan Agreement. 5
6. The assignment by the Assignor hereunder is expressly conditioned upon Q
payment by the Assignee to the Assignor of thc consideration set forth in Section 4 above aud ‘ -
should any ofthe consitleratiou be disgorged, taken as a preference amount or not paid or 5
subsequently taken for any other reason, the sale, assignment and assumption made pursuant to
' this Assignment and Acceptance shall be void ab initio. ’
V 7. Miscetlancmts. `
s. Indemnity;. Except to the extent the Assignor is entitled to and
receives indemnification nom some otltct Per on, the Assignee agrees to indemnify and hold
iiatmiess the Assignor from and against any and all losses, eosts, expenses (including, without _
iimitstion, reasonable ettomeys’ fees) and liabilities incurred by the Assigno: in connection with 1
or atising in any manner iiom the performance by the Assigxee of any obligation assumed by the
Assignee under this Assignment and Acceptance and from any action or other suit brought
against the Assigno: by reason of the Assigaor entering this Assignment and Acceptance.
b. goes, Notices shall be given under this Assignment and ;
Acceptance in the tnanner set forth in thc Loan Agreement 'l1ze addresses for notices shell be -
those set forth below the respective signatures of the Assigno: end the Assignee on this . Q
Assignment and Acceptance. `
c. Headings are for reference only and are to be ignored in ·
interpreting this Assignment and Acceptance.
d. Qovegging Legg. THIS ASSIGNMENT AND ACCEPTANCE
SHALL BE GOVERNED BY ANI) CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE COMMONWEALHI OF PENNSYLVANIA. i
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CONFIDENTIAL PEG 003997

Case 1 :04-cv-01551-JJF Document 379-7 Filed 10/05/2007 Page 4 of 4
e. This Assignment and Acceptance embodies the
entire agreement and understanding between the parties hereto and supersedes allprior
agreements and understandings between the parties relating to the subject matter hereof
ti . The Assigncr and the Assignee hereby agree to
, Extttttto and deliver such other instmments, and talc: such other action, as either party may
. reasonably request in tirrtlteracce ofthe transactions contemplated by this Assignment and
Acceptance. ‘
l g. This Assignment and Acceptance may hc executed in
one or more duplicate counterparts, and when executed and delivered by all the parties listed
below shall constitute a. single binding agreement. · `
8. Notwithstatuiing any other provision of this Assignment and Acceptance or
the Loan Agreement, the Assignor shalt he entitled to retain for his own account any fees that -
may be applicable to the Assigncr in a capacity other than as Lender amd any and all amounts ·
received prior to the etfcctive date and as otherwise provided hereunder. ¤
IN Wi‘l'NESS W}-ERBOF, the patties hereto have executed this Assignment and
Acceptance intending to bind their respective successors and assigns as ofthe Effective Date. _
The Assignor
_ ROBERT L. BAST Q
' i
Rohm L. Beet ¥
110 Spruce Lane
' Ambler, PA 19092 _
Tel: (215) 793-6000 ;
Execution Date: //·· If- gg 2.. `
The Assignee
ANDREW N. YAO
Andrew N. Yéo k l
Five Radnor Corporate Center
Suite $01
` il}0 Metsonford Road Q
Radnor, PA t9087 _
Tet: {610) 9952300 `
‘ Execution Date: ·’f· /A-M. -
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