Common use of Consent to Loan Participation Clause in Contracts

Consent to Loan Participation. Borrower hereby recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any portion of the Obligations to one or more third parties. Such transfers may include, but are not limited to, sales of participation interests in such Obligations in favor of one or more third party lenders. Borrower specifically (i) consents to all such transfers and assignments and waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable law; (ii) agrees that the purchaser of a participation interest in the Obligations will be considered as the absolute owner of a percentage interest of such Obligations and that such a purchaser will have all of the rights granted to the purchaser under any participation agreement governing the sale of such a participation interest; (iii) waives any right of offset that Borrower may have against Lender and/or any purchaser of such a participation interest in the Obligations and unconditionally agrees that either Lender or such a purchaser may enforce Borrower's Obligations under this Agreement, irrespective of the failure or insolvency of Lender or any such purchaser; (iv) agrees that any purchaser of a participation interest in the Obligations may exercise any and all rights of counter-claim, set- off, banker's lien and other liens with respect to any and all monies owing to the Borrower; and (v) agrees that, upon any transfer of all or any portion of the Obligations, Lender may transfer and deliver any and all collateral securing repayment of such Obligations to the transferee of such Obligations and such collateral shall secure any and all of the Obligations in favor of such a transferee, and after any such transfer has taken place, Lender shall be fully discharged from any and all future liability and responsibility to Borrower with respect to such collateral, and the transferee thereafter shall be vested with all the powers, rights and duties with respect to such collateral.

Consent to Loan Participation. Borrower hereby recognizes You recognize and agrees agree that Lender we may, from time to time, one or more times, transfer all or any portion of the Obligations to one or more third parties. Such transfers may include, but are not limited to, sales of participation interests in such Obligations in favor of one or more third party lenders. Borrower You specifically (i) consents consent to all such transfers and assignments and waives waive any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable law; (ii) agrees agree that the purchaser of a participation interest in the Obligations will be considered as the absolute owner of a percentage interest of such Obligations and that such a purchaser will have all of the rights granted to the purchaser under any participation agreement governing the sale of such a participation interest; (iii) waives waive any right of offset that Borrower you may have against Lender us and/or any purchaser of such a participation interest in the Obligations and unconditionally agrees agree that either Lender we or such a purchaser may enforce Borrower's your Obligations under this Agreement, irrespective of the failure or insolvency of Lender us or any such purchaser; (iv) agrees agree that any purchaser of a participation interest in the Obligations may exercise any and all rights of counter-claim, set- set-off, banker's lien and other liens with respect to any and all monies owing to the Borroweryou; and (v) agrees agree that, upon any transfer of all or any portion of the Obligations, Lender we may transfer and deliver any and all collateral securing repayment of such Obligations to the transferee of such Obligations and such collateral shall secure any and all of the Obligations in favor of such a transferee, and after any such transfer has taken place, Lender we shall be fully discharged from any and all future liability and responsibility to Borrower you with respect to such collateral, and the transferee thereafter shall be vested with all the powers, rights and duties with respect to such collateral.

Consent to Loan Participation. Borrower hereby recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any portion of the Obligations to one or more third parties. Such transfers may include, but are not limited to, sales of participation interests in such Obligations in favor of one or more third party lenders. Borrower specifically (i) consents to all such transfers and assignments and waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable law; (ii) agrees that the purchaser of a participation interest in the Obligations will be considered as the absolute owner of a percentage interest of such Obligations and that such a purchaser will have all of the rights granted to the purchaser under any participation agreement governing the sale of such a participation interest; (iii) waives any right of offset that Borrower may have against Lender and/or any purchaser of such a participation interest in the Obligations and unconditionally agrees that either Lender or such a purchaser may enforce Borrower's Obligations under this Agreement, irrespective of the failure or insolvency of Lender or any such purchaser; (iv) agrees that any purchaser of a participation interest in the Obligations may exercise any and all rights of counter-claim, set- set-off, banker's lien and other liens with respect to any and all monies owing to the Borrower; and (v) agrees that, upon any transfer of all or any portion of the Obligations, Lender may transfer and deliver any and all collateral securing repayment of such Obligations to the transferee of such Obligations and such collateral shall secure any and all of the Obligations in favor of such a transferee, and after any such transfer has taken place, Lender shall be fully discharged from any and all future liability and responsibility to Borrower with respect to such collateral, and the transferee thereafter shall be vested with all the powers, rights and duties with respect to such collateral.

Consent to Loan Participation. Borrower hereby recognizes and agrees that Lender Xxxxxx may, from time to time, one or more times, transfer all or any portion of the Obligations to one or more third parties. Such transfers may include, but are not limited to, sales of participation interests in such Obligations in favor of one or more third party lenders. Borrower specifically (i) consents to all such transfers and assignments and waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable law; (ii) agrees that the purchaser of a participation interest in the Obligations will be considered as the absolute owner of a percentage interest of such Obligations and that such a purchaser will have all of the rights granted to the purchaser under any participation agreement governing the sale of such a participation interest; (iii) waives any right of offset that Borrower may have against Lender and/or any purchaser of such a participation interest in the Obligations and unconditionally agrees that either Lender or such a purchaser may enforce Borrower's Obligations under this Agreement, irrespective of the failure or insolvency of Lender or any such purchaser; (iv) agrees that any purchaser of a participation interest in the Obligations may exercise any and all rights of counter-claim, set- set-off, banker's lien and other liens with respect to any and all monies owing to the Borrower; and (v) agrees that, upon any transfer of all or any portion of the Obligations, Lender may transfer and deliver any and all collateral securing repayment of such Obligations to the transferee of such Obligations and such collateral shall secure any and all of the Obligations in favor of such a transferee, and after any such transfer has taken place, Lender shall be fully discharged from any and all future liability and responsibility to Borrower with respect to such collateral, and the transferee thereafter shall be vested with all the powers, rights and duties with respect to such collateral.

Consent to Loan Participation. Borrower hereby recognizes and agrees that Lender Xxxxxx may, from time to time, one or more times, transfer all or any portion of the Obligations to one or more third parties. Such transfers may include, but are not limited to, sales of participation interests in such Obligations in favor of one or more third party lenders. Borrower specifically (i) consents to all such transfers and assignments and waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable law; (ii) agrees that the purchaser of a participation interest in the Obligations will be considered as the absolute owner of a percentage interest of such Obligations and that such a purchaser will have all of the rights granted to the purchaser under any participation agreement governing the sale of such a participation interest; (iii) waives any right of offset that Borrower may have against Lender and/or any purchaser of such a participation interest in the Obligations and unconditionally agrees that either Lender or such a purchaser may enforce Borrower's Obligations under this Agreement, irrespective of the failure or insolvency of Lender or any such purchaser; (iv) agrees that any purchaser of a participation interest in the Obligations may exercise any and all rights of counter-claim, set- off, banker's lien and other liens with respect to any and all monies owing to the Borrower; and (v) agrees that, upon any transfer of all or any portion of the Obligations, Lender may transfer and deliver any and all collateral securing repayment of such Obligations to the transferee of such Obligations and such collateral shall secure any and all of the Obligations in favor of such a transferee, and after any such transfer has taken place, Lender shall be fully discharged from any and all future liability and responsibility to Borrower with respect to such collateral, and the transferee thereafter shall be vested with all the powers, rights and duties with respect to such collateral.

Consent to Loan Participation. Borrower hereby recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any portion of the Obligations Obliga- tions to one or more third parties. Such transfers may include, but are not limited to, sales of participation interests in such Obligations in favor of one or more third party lenders. Borrower specifically Borrow- er specifically (i) consents to all such transfers and assignments and waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under un- der applicable law; (ii) agrees that the purchaser of a participation interest in the Obligations will be considered as the absolute owner of a percentage interest of such Obligations and that such a purchaser will have all of the rights granted to the purchaser under any participation agreement governing the sale of such a participation interest; (iii) waives any right of offset offset that Borrower may have against Lender and/or any purchaser of such a participation interest in the Obligations and unconditionally agrees that either Lender or such a purchaser may enforce en- force Borrower's Obligations under this Agreement, irrespective of the failure or insolvency of Lender or any such purchaser; (iv) agrees that any purchaser of a participation interest in the Obligations may exercise any and all rights of counter-claim, set- offset-off, banker's lien and other liens with respect to any and all monies owing to the Borrower; and (v) agrees that, upon any transfer of all or any portion of the Obligations, Lender may transfer and deliver any and all collateral securing repayment of such Obligations to the transferee of such Obligations and such collateral shall secure any and all of the Obligations in favor of such a transferee, and after af- ter any such transfer has taken place, Lender shall be fully discharged from any and all future liability and responsibility to Borrower with respect to such collateral, and the transferee thereafter thereamer shall be vested with all the powers, rights and duties with respect to such collateral.

Consent to Loan Participation. Borrower consents to any sale now or hereafter made by Lender of an interest or interests (a "Participation Interest") in the loans and Obligations evidenced by this Agreement and any other agreements contemplated hereby recognizes or ancillary hereto, to any persons or entities (even though not identified herein) which have or may hereafter purchase a Participation Interest (a "Participating Lender") and to any repurchase by Lender of any such Participation Interest. Borrower acknowledges and agrees that that, subject to and as provided by the terms of a participation agreement between Lender mayand the Participating Lender(s), from time to time, one or more times, transfer all or any portion of the Obligations to one or more third parties. Such transfers may include, but are not limited to, sales of participation interests in such Obligations in favor of one or more third party lenders. Borrower specifically Participating Lender(s) (i) consents to all such transfers and assignments and waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable law; (ii) agrees that the purchaser of a participation interest in the Obligations will shall be considered as the absolute owner owner(s) of a percentage interest the Participation Interest(s), and Lender shall act on behalf of such Obligations and that such a purchaser will have the Participating Lender(s) as agent ("Agent") in the servicing of the loans evidenced hereby, (ii) shall, with respect to its participation, be entitled to all of the rights granted to the purchaser under any participation agreement governing the sale of such a participation interest; Lender and (iii) waives any right of offset that Borrower may have against Lender and/or any purchaser of such a participation interest in the Obligations and unconditionally agrees that either Lender or such a purchaser may enforce Borrower's Obligations under this Agreement, irrespective of the failure or insolvency of Lender or any such purchaser; (iv) agrees that any purchaser of a participation interest in the Obligations may exercise any and all rights of counter-claim, set- off, setoff or banker's lien and other liens (if available under applicable law) with respect to any and all monies owing thereto, in each case as fully as though Borrower were directly indebted to the Borrower; and (vParticipating Lender(s) agrees that, upon any transfer of all or any portion in the amount of the Obligations, Participation Interest. Lender may transfer and deliver any and all collateral securing repayment disclose to prospective participants such information regarding Borrower's affairs as Lender possesses from time to time. Lender shall not be required to give notice to Borrower of the grant of such Obligations Participation Interest(s). Lender shall use its reasonable best efforts to maintain confidential and to have prospective participants maintain confidential, all information provided to it by Borrower, relating to Borrower and Borrower's customers and suppliers, other than information concerning any of the foregoing which is available in the public domain, and except for any disclosure by Lender otherwise required (and then only to the transferee of such Obligations extent required) by law or in connection with any claims or controversies between Lender and such collateral shall secure any and all of the Obligations in favor of such a transferee, and after any such transfer has taken place, Lender shall be fully discharged from any and all future liability and responsibility to Borrower with respect to such collateral, and the transferee thereafter shall be vested with all the powers, rights and duties with respect to such collateralBorrower.

Consent to Loan Participation. Borrower hereby recognizes Sales and Assignments (a) Debtor agrees that Lender mayany Bank may sell or transfer, from time to timewhether now or later, one or more times, transfer all or any portion participation interests in the Indebtedness of the Obligations Debtor arising pursuant to this Agreement to one or more third partiespurchasers. Such transfers Agent and each Bank may includeprovide, but are not limited towithout any limitation whatsoever, sales of participation interests in such Obligations in favor of to any one or more third party lenders. Borrower specifically (i) consents purchasers, or potential purchasers, any information or knowledge Agent or such Bank may have about Debtor or about any other matter relating to all such transfers Indebtedness, and assignments and Debtor hereby waives any subsequent notice rights to privacy they may have with respect to such matters. Debtor additionally waives any and all notices of and right to consent to sale of participation interests, as well as all notices of any repurchase of such transfers and assignments as may be provided under applicable law; (ii) participation interests. Debtor agrees that the purchaser purchasers of a any such participation interest in the Obligations will be considered as the absolute owner of a percentage interest owners of such Obligations interests in such Indebtedness. (b) Each original Bank may assign to other Banks or other Persons that has a short-term unsecured debt rating of at least P-1 from Moody's Xxxxxxxr Service or A-1 from Standard & Poor Rating Group, in amounts not less than $5,000,000.00, whether related or unrelated to such Bank, all or a portion of its interest, rights and obligations under this Agreement; provided, however, that such a purchaser (i) the consent of Agent and, provided no Event of Default is continuing, the Debtor, shall be required prior to any transfer becoming effective, which consents will have all not be unreasonably withheld, delayed or conditioned, (ii) other than in the case of an assignment to another Bank (that is, at the time of the rights granted to assignment, a party hereto) the purchaser under any participation agreement governing the sale of such a participation interestAgent and Debtor must give prior written consent, which written consent shall not be unreasonably withheld; (iii) waives the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in form satisfactory to Agent (each an "Assignment and Acceptance"), together with any right Note or Notes subject to such assignment and an administrative fee of offset that Borrower may $3,000 paid by the assignee (for which the Debtor will have against Lender and/or any purchaser no liability); and (iv) each such assignment shall be of a constant, and not of a varying, percentage of all of the assigning Banks' rights and obligations under this Agreement. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, (a) the assignee thereunder shall be a participation interest party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of the Bank hereunder and (b) the Bank hereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the Obligations case of an Assignment and unconditionally agrees that either Lender or such a purchaser may enforce BorrowerAcceptance covering all of the remaining portion of an assigning Bank's Obligations rights and obligations under this Agreement, irrespective of the failure or insolvency of Lender or any such purchaser; (iv) agrees that any purchaser of Bank shall cease to be a participation interest party hereto). Notwithstanding anything contained in the Obligations may exercise any and all rights of counter-claim, set- off, banker's lien and other liens with respect to any and all monies owing this Agreement to the Borrower; and (v) agrees thatcontrary, upon any transfer of Bank may at any time assign all or any portion of its rights under this Agreement and the ObligationsNotes issued to it as collateral to a Federal Reserve Bank; provided that no such assignment shall release such Bank from any of its obligations hereunder; provided further such Federal Reserve Bank shall not be considered a Bank for purposes of this Agreement or the Related Documents. (c) By executing and delivering an Assignment and Acceptance, Lender may transfer the Bank assignor thereunder and deliver any the assignee thereunder confirm to and all collateral securing repayment of such Obligations to agree with each other and the transferee of such Obligations other parties hereto as follows: (i) other than the representation and such collateral shall secure any warranty that it is the legal and all beneficial owner of the Obligations in favor interest being assigned thereby free and clear of any adverse claim, such a transferee, Bank assignor makes no representation or warranty and after any such transfer has taken place, Lender shall be fully discharged from any and all future liability and assumes no responsibility to Borrower with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Related Documents or the execution, legality, validity enforceability, genuineness, sufficiency or value of this Agreement or any of the Related Documents or any other instrument or document furnished pursuant thereto; (ii) such collateralBank assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Debtor or the performance or observance by the Debtor of any of its obligations under this Agreement or any of the other Related Documents or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 5.1 hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will independently and without reliance upon the Agent, such Bank assignor and any other Bank, based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Related Documents; (v) such assignee appoints and authorizes the Agent to take such action as Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all obligations set by the terms of this Agreement and the Related Documents as are required to be performed by it as Bank. (d) The entries in the records of the Agent as to each Assignment and Acceptance delivered to it and the names and addresses of the Banks and Commitments of, and principal amount of the Loans owing to, each Bank from time to time shall be conclusive, in the absence of manifest error, and the transferee thereafter Debtor, the Agent and the Banks may treat each Person, the name of which is recorded in the books and records of Agent as the Bank hereunder for all purposes of this Agreement and the Related Documents. (e) Upon the Agent's receipt of an Assignment and Acceptance executed by an assigning Bank and the assignee thereunder, together with any Note or Notes subject to such assignment, and the written consent of Debtor and Agent to such assignment, if required, the Agent shall, if such Assignment and Acceptance has been completed with blanks appropriately filled, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in its records and (iii) give prompt notice thereof to the Debtor. Within five (5) Business Days after receipt of Notice, the Debtor, at its own expense, shall execute and deliver to the Agent, in exchange for the surrendered Note, new Notes to the order of such assignee in an amount equal to the Loans, (if applicable) assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank has retained interests hereunder, new Notes to the order of the assigning Bank in an amount equal to the Loans, (if applicable) retained by it hereunder. Such new Notes shall be vested in an aggregate principal amount equal to the aggregate principal amount of such surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes surrendered. Thereafter, such surrendered Notes shall be marked renewed and substituted and the originals thereof delivered to the Debtor (with all copies, certified by the powersDebtor as true, rights correct and duties complete, to be retained by the Agent). (f) Each Bank's right to sell a participation under Section 9.8 (a), and Debtor's consent given with respect to Section 9.8(b), is conditioned on the following: (i) any transferee of information must protect and maintain all disclosed information, including but not limited to tenant names and sales data, confidential and such collateralinformation may be used for no other purpose other than evaluating the purchase of participation interests; (ii) every transferee must execute an appropriate confidentiality/use agreement prior to Agent or a Bank, as the case may be, delivering to such transferee any information; and (iii) Agent or such Bank, as the case may be, must provide Debtor a copy of such signed confidentiality/use agreement prior to making disclosure to such transferee.

Consent to Loan Participation. Borrower hereby recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any portion of the Obligations to one or more third parties. Such transfers may include, but are not limited to, sales of participation interests in such Obligations in favor of one or more third party lenders. Borrower specifically (i) consents to all such transfers and assignments and waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable law; (ii) agrees that the purchaser of a participation interest in the Obligations will be considered as the absolute owner of a percentage interest of such Obligations and that such a purchaser will have all of the rights granted to the purchaser under any participation agreement governing the sale of such a participation interest; (iii) waives any right of offset that Borrower may have against Lender and/or any purchaser of such a participation interest in the Obligations and unconditionally agrees that either Lender or such a purchaser may enforce Borrower's Obligations under this Agreement, irrespective of the failure or insolvency of Lender or any such purchaser; (iv) agrees that any purchaser of a participation interest in the Obligations may exercise any and all rights of counter-counter- claim, set- set-off, banker's lien and other liens with respect to any and all monies owing to the Borrower; and (v) agrees that, upon any transfer of all or any portion of the Obligations, Lender may transfer and deliver any and all collateral securing repayment of such Obligations to the transferee of such Obligations and such collateral shall secure any and all of the Obligations in favor of such a transferee, and after any such transfer has taken place, Lender shall be fully discharged from any and all future liability and responsibility to Borrower with respect to such collateral, and the transferee thereafter shall be vested with all the powers, rights and duties with respect to such collateral.

Consent to Loan Participation. Borrower hereby recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any portion of the Obligations to one or more third parties. Such transfers may include, but are not limited to, sales of participation interests in such Obligations in favor of one or more third party lenders. Borrower specifically specifically (i) consents to all such transfers and assignments and waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable law; (ii) agrees that the purchaser of a participation interest in the Obligations will be considered as the absolute owner of a percentage interest of such Obligations and that such a purchaser will have all of the rights granted to the purchaser under any participation agreement governing the sale of such a participation interest; (iii) waives any right of offset that Borrower may have against Lender and/or any purchaser of such a participation interest in the Obligations and unconditionally agrees that either Lender or such a purchaser may enforce Borrower's Obligations under this Agreement, irrespective of the failure or insolvency of Lender or any such purchaser; (iv) agrees that any purchaser of a participation interest in the Obligations may exercise any and all rights of counter-claim, set- set-off, banker's lien and other liens with respect to any and all monies owing to the Borrower; and (v) agrees that, upon any transfer of all or any portion of the Obligations, Lender may transfer and deliver any and all collateral securing repayment of such Obligations to the transferee of such Obligations and such collateral shall secure any and all of the Obligations in favor of such a transferee, and after any such transfer has taken place, Lender shall be fully discharged from any and all future liability and responsibility to Borrower with respect to such collateral, and the transferee thereafter shall be vested with all the powers, rights and duties with respect to such collateral.

Consent to Loan Participation. Borrower hereby recognizes agrees and agrees that Lender mayconsents to the Bank's sale or transfer, from time to at any time, of one or more timesparticipation interests in this Operating Note, transfer all the Credit Agreement, the Loan Documents or any portion of documents referred to in the Obligations Credit Agreement to one or more third partiespurchasers (each a "Participant"), whether related or unrelated to the Bank. Such transfers The Bank may includeprovide to any Participant or any prospective Participant, but are not limited toany information or knowledge the Bank may have regarding the Borrower or any matter relating to the subject matter of the Credit Agreement, sales and the Borrower hereby waives any rights to privacy it may have with respect to such matters. The Borrower additionally waives any and all notices of sale of participation interests in interests, as well as all notices of any repurchase of such Obligations in favor of one or more third party lendersparticipation interests. Borrower specifically (i) consents to all such transfers and assignments and waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable law; (ii) also agrees that the purchaser of a participation interest in the Obligations any Participant will be considered as the absolute owner of a percentage such interest of such Obligations in this Operating Note, the Credit Agreement, the Loan Documents or any documents referred to in the Credit Agreement and that such a purchaser will have all of the rights granted to under the purchaser under any participation agreement agreement(s) governing the sale of such a participation interest; (iii) . The Borrower further waives any right all rights of offset or counterclaim that Borrower it may now have or hereafter acquire against Lender and/or the Bank or any purchaser of such a participation interest in the Obligations Participant, and unconditionally agrees that either Lender the Bank or such a purchaser any Participant may enforce Borrower's Obligations obligation under this Operating Note, the Credit Agreement, the Loan Documents or any documents referred to in the Credit Agreement irrespective of the failure or insolvency of Lender or any such purchaser; (iv) holder of any Participant interest. The Borrower further agrees that any purchaser Participant may enforce its interests irrespective of a participation interest in any personal claims or defenses that Borrower may have against the Obligations may exercise any and all rights of counter-claim, set- off, banker's lien and other liens with respect to any and all monies owing to the Borrower; and (v) agrees that, upon any transfer of all or any portion of the Obligations, Lender may transfer and deliver any and all collateral securing repayment of such Obligations to the transferee of such Obligations and such collateral shall secure any and all of the Obligations in favor of such a transferee, and after any such transfer has taken place, Lender shall be fully discharged from any and all future liability and responsibility to Borrower with respect to such collateral, and the transferee thereafter shall be vested with all the powers, rights and duties with respect to such collateralBank.

Consent to Loan Participation. Borrower hereby recognizes and Guarantors agrees that Lender mayand consents to Lender's sale or transfer, from time to timewhether now or later, of one or more timesparticipation interests in the Loan, transfer all or any portion of the Obligations to one or more third partiespurchasers, whether related or unrelated to Lender, provided Lender continues as the lead lender. Such transfers Lender may includeprovide, but are not limited towithout any limitation whatsoever, sales of participation interests in such Obligations in favor of to any one or more third party lenderspurchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or Guarantors, or about any other matter relating to the Loan, and Borrower and Guarantors hereby waive any rights to privacy it may have with respect to such matters. Borrower specifically (i) consents to and Guarantors additionally waive any and all notices of sale of participation interests, as well as all notices of any repurchase of such transfers participation interests. Borrower and assignments and waives any subsequent notice Guarantors also agree that the purchasers of and right to consent to any such transfers and assignments as may be provided under applicable law; (ii) agrees that the purchaser of a participation interest in the Obligations interests will be considered as the absolute owner of a percentage interest owners of such Obligations interests in the Loan and that such a purchaser will have all of the rights granted to under the purchaser under any participation agreement or agreements governing the sale of such a participation interest; (iii) waives any right interests. Borrower and Guarantors further waive all rights of offset or counterclaim that Borrower it may have later against Lender and/or or against any purchaser of such a participation interest in the Obligations and unconditionally agrees that either only Lender or such a purchaser may enforce Borrower's Obligations or Guarantors' obligation under this Agreementthe Loan, Note, Guaranties or Related Documents, unless Lender is insolvent, in which case the holder of any interest in the Loan may enforce them. Borrower and Guarantors further agree that the purchaser of any such participation interest may, due to any insolvency of Lender, enforce its interests, irrespective of the failure any personal claims or insolvency of Lender defenses that Borrower or any such purchaser; (iv) agrees that any purchaser of a participation interest in the Obligations Guarantors may exercise any and all rights of counter-claim, set- off, banker's lien and other liens with respect to any and all monies owing to the Borrower; and (v) agrees that, upon any transfer of all or any portion of the Obligations, Lender may transfer and deliver any and all collateral securing repayment of such Obligations to the transferee of such Obligations and such collateral shall secure any and all of the Obligations in favor of such a transferee, and after any such transfer has taken place, Lender shall be fully discharged from any and all future liability and responsibility to Borrower with respect to such collateral, and the transferee thereafter shall be vested with all the powers, rights and duties with respect to such collateralhave against Lender.