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 V0821 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 V0821 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 You recognize and agrees agree that Lender we may, from time to time, one or more times, transfer all or any portion of the V0821 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 V0821 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 V0421 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 Xxxxxx may, from time to time, one or more times, transfer all or any portion of the V0821 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 may, from time to time, one or more times, transfer all or any portion of the V0821 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 hereby recognizes and agrees that Lender Xxxxxx may, from time to time, one or more times, transfer all or any portion of the V0821 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 V0821 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 V0821 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 V0821 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 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 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- offset-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 acer 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 thereacer 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 V0821 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 V0821 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 V0821 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. Each Borrower hereby recognizes agrees and agrees that Lender mayconsents to sale or transfer by Lender, from time to timewhether now or later, of one or more times, transfer all or any portion of participation interests in the V0821 Obligations Loans to one or more third partiespurchasers, whether related or unrelated to Lender. Such transfers Lender may includeprovide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about any Borrower or about any other matter relating to the Loan, and each Borrower consents to the disclosure of such information by Lender to any one or more purchasers, or potential purchasers, and hereby waives any rights to privacy it may have with respect to such disclosure by Lender, but are not limited toeach Borrower specifically reserves its rights to privacy with respect to any further disclosure or dissemination of such information by purchasers or potential purchasers. Lender agrees to notify Borrowers of any sale or transfer of (a) the Loan in its entirety, sales and (b) any assignment of the "lead lender" position if participation interests in such Obligations in favor of one the Loan are sold or more third party lenderstransferred. Each Borrower specifically (i) consents to all such transfers and assignments and additionally waives any subsequent notice and all other notices of and right to consent to sale of participation interests, as well as all notices of any such transfers and assignments as may be provided under applicable law; (ii) repurchase of participation interests. Each Borrower also agrees that the purchaser purchasers of a any such participation interest in the Obligations interests will be considered as the absolute owner of a percentage interest owners of such Obligations interests in the Loans and that such a purchaser will have all of the rights granted to under this Agreement and under the purchaser under any participation agreement or agreements 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 collateralinterests.

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 V0821 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 V0821 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 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 V0821 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.

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 V0821 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 agrees and agrees that Lender mayconsents to Lender's sale or transfer, from time to timewhether now or later, of one or more times, transfer all or any portion of participation interests in the V0821 Obligations Loan to one or more third partiespurchasers, whether related or unrelated to 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 about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower specifically (i) consents to all such transfers and assignments and additionally waives any subsequent notice 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. Borrower also agrees that the purchaser purchasers of a any such 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) interests. Borrower further waives any right all rights of offset or counterclaim that Borrower it may have now or later against Lender and/or or against 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 obligation under this Agreement, the Loan irrespective of the failure or insolvency of Lender or any such purchaser; (iv) agrees that holder of any purchaser of a participation interest in the Obligations may exercise any and all rights Loan. Borrower further agrees that the purchaser 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 placeparticipation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. [Signatures on Next Page] Form Version: -5.6 (11-16) Document Version -12 Pacific Mercantile Bank Schedule to Loan Agreement Borrower: RW HOLDINGS NNN REIT, Lender shall be fully discharged from any and all future liability and responsibility to Borrower with respect to such collateralINC. RICH UNCLES NNN OPERATING PARTNERSHIP, and the transferee thereafter shall be vested with all the powersLP By: /s/ RXXXXXX X. XXXXXX By: RW HOLDINGS NNN REIT, rights and duties with respect to such collateralINC., general partner Name: Rxxxxxx X. Xxxxxx By: /s/ RXXXXXX X. XXXXXX Title: CFO Name: Rxxxxxx X. Xxxxxx Title: CFO RICH UNCLES NNN LP, LLC By: RW HOLDINGS NNN REIT, INC., member By: /s/ RXXXXXX X. XXXXXX Name: Rxxxxxx X. Xxxxxx Title: CFO Lender: PACIFIC MERCANTILE BANK By: /S/ RXXX XXXXXXXXX Name: Rxxx Xxxxxxxxx Title: Senior Vice President