ex_10-37.htm


    
      

      

    

    Exhibit
10.37

     

    ASSIGNMENT
AND ASSUMPTION OF LOAN DOCUMENTS

    
       

      This
Assignment and Assumption of Loan Documents (this “Assignment”)
is dated as of
the 17th day of August, 2009 (the “Effective
Date”), by General Environmental Management, Inc., a Delaware corporation
having an address at 3191 Temple Avenue, Suite 250, Pomona, California 91768
(“Assignor”),
for the benefit of CVC California, LLC, a Delaware limited liability company
having an address at 525 Okeechobee Boulevard, Suite 1050, West Palm Beach,
Florida 33401 (“Assignee”).

       

       

      WHEREAS,
Assignor and MTS Acquisition Company, Inc. (“Borrower”)
are parties to that certain Revolving Credit Agreement of even date herewith (as
amended, modified, supplemented and/or restated from time to time, the “Loan
Agreement”), pursuant to which the Assignor may from time to time make
certain working capital advances to the Borrower in the aggregate principal
amount of up to $700,000 at any time outstanding; and

       

      WHEREAS,
Assignor desires to assign, transfer and convey to Assignee all of Assignor’s
rights and obligations arising on and after the Effective Date in, to and under
the Loan Agreement and the Revolving Credit Note, the Collateral Agreement, and
the other Loan Documents descried in and made pursuant to the Loan Agreement
(collectively the “Loan
Documents”), and all liens and security interests securing Borrower’s
obligations thereunder, and Assignee desires to acquire and assume all of
Assignor’s rights and obligations arising on and after the Effective Date in, to
and under the Loan Documents.

       

      NOW,
THEREFORE in consideration of the recitals stated above and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee agree as follows:

       

      1.           Assignor
hereby assigns, transfers, conveys and delegates to Assignee, WITH FULL RECOURSE
AND FULL REPRESENTATION AND WARRANTY OF TITLE AND OWNERSHIP, all of Assignor’s
rights, title and interests in and to, and obligations with respect to, the Loan
Documents, in each case arising on or after the Effective Date, and all liens
and security interests securing Borrower’s obligations thereunder.

       

      2.           Assignee
hereby accepts and assumes all of Assignor’s right, title and interest in and
to, and obligations with respect to, the Loan Documents, in each case first
arising on or after the Effective Date.

       

      3.           Assignor
hereby represents and warrants to Assignee that Assignor has the full right,
power and authority to assign the Loan Documents free and clear of all liens,
claims and encumbrances.

       

      4.           Assignor
represents that there are no outstanding Advances under and as defined in the
Loan Agreement, and thus the sole consideration for the foregoing assignment is
the foregoing assumption.

       

      
        
          
          

        

        
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      5.           The
terms and provisions of this Assignment shall inure to the benefit of, and shall
be binding upon, the successors and assigns of the parties hereto.

       

      6.           This
Assignment shall be construed and enforced according to the laws of the State of
New York.

       

      7.           Assignor
and Assignee agree to execute and deliver to one another such other documents as
may be reasonably necessary in order to effectuate the transaction contemplated
hereby.

       

      8.           This
Assignment may be executed in any number of counterparts (which may be delivered
by fax or PDF with full binding legal effect), each of which when so executed
and delivered shall be an original, but all of which shall together constitute
one and the same instrument.

       

       

      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE COUNTERPARTS FOLLOW ON SUBSEQUENT
PAGE]

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the
day and year first above written.

       

      
        
          
            
              
                	 	 	 	
                        ASSIGNOR:

                         

                        GENERAL
      ENVIRONMENTAL MANAGEMENT, INC.,

                        a
      Delaware corporation

                      	 
	 	 	 	 	 
	
                         

                      	 	 	
                        By:

                      	 
	
                         

                      	 	 	
                        
                          Name:

                          Title:

                        

                      	 


              

            

          

        

      

      
         

        
          
            
              
                
                  	 	 	 	
                          
                            ASSIGNEE:

                             

                            CVC
      CALIFORNIA, LLC,

                            a
      Delaware limited liability company

                          

                        	 
	 	 	 	 	 
	
                           

                        	 	 	
                          By:

                        	 
	
                           

                        	 	 	
                          
                            
                              
                                Name:

                                Title: