Common use of Transfer of Indebtedness Clause in Contracts

Transfer of Indebtedness. This Agreement Is for the benefit of Lender and for such other person or persons as may from time to time become or be the holders of all or any part of Borrowers Indebtedness. This Agreement shall be transferrable and negotiable with the same force and effect and to the same extent as Borrower's Indebtedness may be transferrable; It being understood and agreed to by Guarantor that, upon any transfer or assignment of all or any part of Borrower's Indebtedness, the holder of such Indebtedness shall have all of the rights and remedies granted to Lander under this Agreement. Guarantor further agrees that, upon any transfer of all or any portion of Borrower's Indebtedness, Lander may transfer and deliver any and all collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by Guarantor) to the transferee of such Indebtedness, and such collateral shall secure any and all of Borrower's Indebtedness In favor of such a transferee. Guarantor additionally agrees that, after any such transfer or assignment has taken place, Lender shall be fully discharged from any and all liability and responsibility to Borrower and Guarantor with respect to such collateral, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part of Borrower's Indebtedness through sales of participation Interests in such Indebtedness to one or more third party lenders. Guarantor specifically agrees and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of such transfers and assignments as may be provided under Louisiana law. Guarantor additionally agrees that the purchaser. of a participation Interest In Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest of such Indebtedness and that such a purchaser will have all of the rights granted under any participation agreement governing the sale of such a participation interest. Guarantor waives any rights of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interest, and Guarantor unconditionally agrees that either Lander or such a purchaser may enforce Guarantor's obligations and liabilities und6r this Agreement, irrespective of the failure or Insolvency of Lender or any such purchaser.

Transfer of Indebtedness. This Agreement Is agreement is for the benefit of Lender Lenders and for such other person or persons as may from time to time become or be the holders of all or any part of Borrowers Indebtedness. This Borrower's Indebtedness hereby guaranteed and this Agreement shall be transferrable transferable and negotiable negotiable, with the same force and effect and to the same extent as Borrower's Indebtedness may be transferrable; It transferable, it being understood and agreed to by Guarantor that, upon any the transfer or assignment by Lenders of all or any part of Borrower's IndebtednessIndebtedness hereby guaranteed, the legal holder of such Indebtedness shall have all the rights granted to Lenders under this Agreement. Guarantor hereby recognizes and agrees that Lenders may, from time to time, one or more times, transfer all or any portion of Borrower's Indebtedness to one or more third parties. Such transfers may include, but are not limited to, sales of a participation or syndication interest in such Indebtedness in favor of one or more third parties. Guarantor specifically agrees and consents to all such transfers and assignments and Guarantor further waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable Louisiana law. Guarantor additionally agrees that the purchaser of a participation or syndication interest in Borrower's Indebtedness will be considered as the absolute owner of an interest in, or a percentage interest of, such Indebtedness and that such a purchaser shall have all of the rights and remedies granted to Lander the purchaser under any participation agreement governing the sale of such a participation or syndication interest. Guarantor further waives any right of offset that Guarantor may have against Lenders and/or any purchaser of such a participation or syndication interest in Borrower's Indebtedness and Guarantor unconditionally agrees that either Lenders or such a purchaser may enforce Guarantor's obligations and liabilities under this Agreement, irrespective of the failure or insolvency of Lenders or any such purchaser. Guarantor further agrees that, upon any transfer of all or any portion of Borrower's Indebtedness, Lander Lenders may transfer and deliver any and all collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by Guarantor) to the transferee of such Indebtedness, Indebtedness and such collateral (again, including but not limited to Guarantor's collateral) shall secure any and all of Borrower's Indebtedness In in favor of such a transferee. Guarantor additionally agrees that, after any such transfer or assignment has taken place, Lender Lenders shall be fully discharged from any and all liability and responsibility to Borrower (and Guarantor Guarantor) with respect to such collateral, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part of Borrower's Indebtedness through sales of participation Interests in such Indebtedness to one or more third party lenders. Guarantor specifically agrees and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of such transfers and assignments as may be provided under Louisiana law. Guarantor additionally agrees that the purchaser. of a participation Interest In Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest of such Indebtedness and that such a purchaser will have all of the rights granted under any participation agreement governing the sale of such a participation interest. Guarantor waives any rights of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interest, and Guarantor unconditionally agrees that either Lander or such a purchaser may enforce Guarantor's obligations and liabilities und6r this Agreement, irrespective of the failure or Insolvency of Lender or any such purchaser.

Transfer of Indebtedness. This Agreement Is Mortgagor acknowledges that Mortgagee may (i) sell or transfer interests in the Indebtedness and Loan Documents to one or more participants or special purpose entities, (ii) pledge Mortgagee's interests in the Indebtedness and the Loan Documents as security for one or more loans obtained by Mortgagee, or (iii) sell the benefit Indebtedness evidenced by the Note and the Loan Documents to a party who may pool the Indebtedness with a number of Lender and for such other person or persons as may from time to time become or be the holders of all or any part of Borrowers Indebtedness. This Agreement shall be transferrable and negotiable with the same force and effect loans and to the same extent as Borrower's Indebtedness may be transferrable; It being understood and agreed to by Guarantor that, upon any transfer or assignment of all or any part of Borrower's Indebtedness, have the holder of such loans grant participation therein or issue one or more classes of Mortgage-Backed, Pass-Through Certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "Securities"). The Securities may be rated by one or more national rating agencies. Mortgagor acknowledges and agrees that Mortgagee may, at any time, sell, transfer or assign the Note, this Mortgage and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participation therein or issue Securities evidencing a beneficial interest in a rate or unrated public offering or private placement. In this regard, Mortgagor agrees to make available to Mortgagee all information concerning its business and operations which Mortgagee reasonably requests. Mortgagee may share such information with the investment banking firms, rating agencies, accounting firms, law firms and other third-party advisory firms involved with the Indebtedness or the Securities. Mortgagee may forward to each purchaser, transferee, assignee, Servicer, participant or investor in such securities or credit rating agency rating such Securities (collectively, the "Investor") and each prospective Investor, all documents and information which Mortgagee now has or may hereafter acquire relating to Mortgagor and the Property, whether furnished by Mortgagor or otherwise, as Mortgagee determines necessary or desirable consistent with full disclosure for purposes of marketing and underwriting the Indebtedness. Mortgagor shall have furnish and hereby consents to Mortgagee furnishing to such Investors or such prospective Investors any and all information concerning Mortgagor and the Property as may be requested by Mortgagee, any Investor or any prospective Investor in connection with any sale, transfer or participation interest. It is understood that the information provided by Mortgagor to Mortgagee may ultimately be incorporated into the offering documents for the Securities and thus such information may be disclosed to Investors and prospective Investors. Mortgagee and all of the rights aforesaid third-party advisors and remedies granted professional firms shall be entitled to Lander under this Agreementrely on the information supplied by, or on behalf of, Mortgagor. Guarantor further agrees that, upon Upon any transfer of all or proposed transfer contemplated above and by the Loan Documents, at Mortgagee's request, Mortgagor shall provide an estoppel certificate to the Investor or any portion of Borrower's Indebtedness, Lander may transfer and deliver any and all collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by Guarantor) to the transferee of such Indebtedness, and such collateral shall secure any and all of Borrower's Indebtedness In favor of such a transferee. Guarantor additionally agrees that, after any such transfer or assignment has taken place, Lender shall be fully discharged from any and all liability and responsibility to Borrower and Guarantor with respect to such collateral, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part of Borrower's Indebtedness through sales of participation Interests prospective Investor in such Indebtedness to one or more third party lenders. Guarantor specifically agrees form, substance and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of such transfers and assignments detail as Mortgagee may be provided under Louisiana law. Guarantor additionally agrees that the purchaser. of a participation Interest In Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest of such Indebtedness and that such a purchaser will have all of the rights granted under any participation agreement governing the sale of such a participation interest. Guarantor waives any rights of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interest, and Guarantor unconditionally agrees that either Lander or such a purchaser may enforce Guarantor's obligations and liabilities und6r this Agreement, irrespective of the failure or Insolvency of Lender or any such purchaserreasonably require.

Transfer of Indebtedness. This Agreement Is Mortgagor acknowledges that Mortgagee, at its sole cost and expense, may (i) sell or transfer interests' in the Indebtedness and Loan Documents to one or more participants or special purpose entities, (ii) pledge Mortgagee's interests in the Indebtedness and the Loan Documents as security for one or more loans obtained by Mortgagee, or (iii) sell the benefit Indebtedness evidenced by the Note and the Loan Documents to a party who may pool the Indebtedness with a number of Lender and for such other person or persons as may from time to time become or be the holders of all or any part of Borrowers Indebtedness. This Agreement shall be transferrable and negotiable with the same force and effect loans and to the same extent as Borrower's Indebtedness may be transferrable; It being understood and agreed to by Guarantor that, upon any transfer or assignment of all or any part of Borrower's Indebtedness, have the holder of such loans grant participation therein or issue one or more classes of Mortgage-Backed, Pass-Through Certificates or other securities evidencing a beneficial interest in a rate or unrated public offering or private placement (the "Securities''). The Securities may be rated by one or more national rating agencies. Mortgagor acknowledges and agrees that Mortgagee may, at any time, at no expense to Mortgagor, sell, transfer or assign the Note, this Mortgage and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participation therein or issue Securities evidencing a beneficial interest in a rate or unrated public offering or private placement. In this regard, Mortgagor agrees to make available to Mortgagee all information concerning its business and operations which Mortgagee reasonably requests. Mortgagee may share such information with the investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms involved with the Indebtedness or the Securities. Mortgagee may forward to each purchaser, transferee, assignee, servicer, participant or investor in such securities or credit rating agency rating such Securities (collectively, the "Investor") and each prospective Investor, all documents and information which Mortgagee now has or may hereafter acquire relating to Mortgagor and the Property, whether furnished by Mortgagor or otherwise, as Mortgagee determines necessary or desirable consistent with full disclosure for purposes of marketing and underwriting the Indebtedness. Mortgagor shall have furnish and hereby consents to Mortgagee furnishing to such Investors or such prospective Investors 'any and all information concerning Mortgagor and the Property as may be requested by Mortgagee, any Investor or any prospective Investor in connection with any sale, transfer or participation interest. It is understood that the information provided by Mortgagor to Mortgagee ·may ultimately be incorporated into the offering documents for the Securities and thus such information may be disclosed to Investors and prospective Investors. Mortgagee and all of the rights aforesaid third-party advisors and remedies granted professional firms shall be entitled to Lander under this Agreementrely on the information supplied by Mortgagor. Guarantor further agrees that, upon Upon any transfer of all or proposed transfer contemplated above and by the Loan Documents, at Mortgagee's request and at Mortgagee's sale cost and expense, Mortgagor shall provide an estoppel certificate to the Investor or any portion of Borrower's Indebtedness, Lander may transfer and deliver any and all collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by Guarantor) to the transferee of such Indebtedness, and such collateral shall secure any and all of Borrower's Indebtedness In favor of such a transferee. Guarantor additionally agrees that, after any such transfer or assignment has taken place, Lender shall be fully discharged from any and all liability and responsibility to Borrower and Guarantor with respect to such collateral, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part of Borrower's Indebtedness through sales of participation Interests prospective Investor in such Indebtedness to one or more third party lenders. Guarantor specifically agrees form, substance and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of such transfers and assignments detail as Mortgagee may be provided under Louisiana law. Guarantor additionally agrees that the purchaser. of a participation Interest In Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest of such Indebtedness and that such a purchaser will have all of the rights granted under any participation agreement governing the sale of such a participation interest. Guarantor waives any rights of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interest, and Guarantor unconditionally agrees that either Lander or such a purchaser may enforce Guarantor's obligations and liabilities und6r this Agreement, irrespective of the failure or Insolvency of Lender or any such purchaserreasonably require.

Transfer of Indebtedness. This Agreement Is Guaranty is for the benefit of Lender Bank and for for, such other person or persons as may from time to time become or be the holders of all or any part of Borrowers Indebtedness. This Agreement Borrower's Indebtedness hereby guaranteed and this Guaranty shall be transferrable transferable and negotiable negotiable, with the same force and effect and to the same extent as Borrower's Indebtedness may be transferrable; It transferable, it being understood and agreed to by Guarantor that, upon any the transfer or assignment by Bank of all or any part of Borrower's IndebtednessIndebtedness hereby guaranteed, the legal holder of such Indebtedness shall have all, of the rights granted to Bank under this Guaranty. Guarantor hereby recognizes and agrees that Bank may, from time to time, one or more times, transfer all or any portion of Borrower's Indebtedness to one or more third parties. such transfers may include, but are not limited to, sales of a participation interest in such Indebtedness in favor of one or more third party lenders. Guarantor specifically agrees and consents to all such transfers and assignments and Guarantor further waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable Louisiana law. Guarantor additionally agrees that the purchaser of a participation interest in Borrower's Indebtedness will be considered as the absolute owner of a percentage interest of such Indebtedness and that such a purchaser will have all of the rights and remedies granted to Lander the purchaser under any participation agreement governing the sale of such a 177 participation interest. Guarantor further waives any right of offset that Guarantor may have against Bank and/or any purchaser of such a participation interest in Borrower's Indebtedness and Guarantor unconditionally agrees that either Bank or such a purchaser may enforce Guarantor's obligations and liabilities under this AgreementGuaranty, irrespective of the failure or insolvency of Bank or any such purchaser. Guarantor further agrees that, upon any transfer of all or any portion of Borrower's Indebtedness, Lander Bank may transfer and deliver any and all collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by Guarantor) to the transferee of such Indebtedness, Indebtedness and such collateral (again, including not limited to Guarantor's collateral) shall secure any and all of Borrower's Indebtedness In in favor of such a transferee. Guarantor additionally agrees that, after any such transfer or assignment has taken place, Lender Bank shall be fully discharged from any and all liability and responsibility to Borrower (and Guarantor Guarantor) with respect to such collateralcollateral arising after the date of the transfer, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part of Borrower's Indebtedness through sales of participation Interests in such Indebtedness to one or more third party lenders. Guarantor specifically agrees and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of such transfers and assignments as may be provided under Louisiana law. Guarantor additionally agrees that the purchaser. of a participation Interest In Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest of such Indebtedness and that such a purchaser will have all of the rights granted under any participation agreement governing the sale of such a participation interest. Guarantor waives any rights of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interest, and Guarantor unconditionally agrees that either Lander or such a purchaser may enforce Guarantor's obligations and liabilities und6r this Agreement, irrespective of the failure or Insolvency of Lender or any such purchaser.

Transfer of Indebtedness. This Agreement Is agreement is for the benefit of Lender the Secured Parties and for such other person or persons as may from time to time become or be the holders of all or any part of Borrowers Indebtedness. This the Borrower’s Indebtedness hereby guaranteed and this Agreement shall be transferrable transferable and negotiable negotiable, with the same force and effect and to the same extent as the Borrower's ’s Indebtedness may be transferrable; It transferable under Section 9.04 of the Credit Agreement, it being understood and agreed to by Guarantor that, upon any the transfer or assignment by the Secured Parties of all or any part of the Borrower's Indebtedness’s Indebtedness hereby guaranteed, the legal holder of such Indebtedness shall have all of the rights and remedies granted to Lander the Secured Parties under this Agreement. The Guarantor hereby recognizes and agrees that the Secured Parties may, from time to time, one or more times, transfer all or any portion of the Borrower’s Indebtedness to one or more third parties. Such transfers may include, but are not limited to, sales of a participation or syndication interest in such Indebtedness in favor of one or more third parties in accordance with Section 9.04 of the Credit Agreement. The Guarantor specifically agrees and consents to all such transfers and assignments in accordance with Section 9.04 of the Credit Agreement and the Guarantor further waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable New York law. The Guarantor additionally agrees that the purchaser of a syndication interest in the Borrower’s Indebtedness will be considered as the absolute owner of an interest in, or a percentage interest of, such Indebtedness and that such a purchaser shall have all of the rights granted to the purchaser under any agreement governing the sale of such a syndication interest and all rights of the Secured Parties from whom the syndication interest was purchased under the Credit Agreement. The Guarantor further waives any right of offset that the Guarantor may have against the Secured Parties and/or any purchaser of such a participation or syndication interest in the Borrower’s Indebtedness and the Guarantor unconditionally agrees that either the Secured Parties or such a purchaser may enforce the Guarantor’s obligations and liabilities under this Agreement, irrespective of the failure or insolvency of the Secured Parties or any such purchaser. The Guarantor further agrees that, upon any transfer transfer, in accordance with Section 9.04 of the Credit Agreement, of all or any portion of the Borrower's ’s Indebtedness, Lander the Secured Parties may transfer and deliver any and all collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by the Guarantor) to the transferee of such Indebtedness, Indebtedness and such collateral (again, including but not limited to the Guarantor’s collateral) shall secure any and all of the Borrower's ’s Indebtedness In in favor of such a transferee. The Guarantor additionally agrees that, after any such transfer or assignment has taken placeplace in accordance with Section 9.04 of the Credit Agreement, Lender the Secured Parties shall be fully discharged from any and all liability and responsibility to the Borrower (and Guarantor the Guarantor) with respect to such collateral, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part of Borrower's Indebtedness through sales of participation Interests in such Indebtedness to one or more third party lenders. Guarantor specifically agrees and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of such transfers and assignments as may be provided under Louisiana law. Guarantor additionally agrees that the purchaser. of a participation Interest In Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest of such Indebtedness and that such a purchaser will have all of the rights granted under any participation agreement governing the sale of such a participation interest. Guarantor waives any rights of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interest, and Guarantor unconditionally agrees that either Lander or such a purchaser may enforce Guarantor's obligations and liabilities und6r this Agreement, irrespective of the failure or Insolvency of Lender or any such purchaser.

Transfer of Indebtedness. This Agreement Is Guaranty is for the benefit of Lender and for such other person or persons persona as may from time to time become or be the holders of all or any part of Borrowers Borrower's Indebtedness. This Agreement Guaranty shall be transferrable and negotiable with the same force and effect and to the same extent as Borrower's Indebtedness may be transferrable; It being understood and agreed to by Guarantor that, upon any transfer or assignment of all and or any part of Borrower's Indebtedness, the holder of such Indebtedness shall have all of the rights and remedies granted to Lander Lender under this AgreementGuaranty. Guarantor further agrees that, upon any transfer of all an or any portion of Borrower's Indebtedness, Lander Lender may transfer and deliver any and all such collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by Guarantor) to the transferee of such Indebtednessindebtedness, and such collateral shall secure any and all of Borrower's Indebtedness In in favor of such a transferee. Guarantor additionally agrees that, after any such transfer or assignment has taken place, Lender shall be fully discharged from any and all liability and responsibility to Borrower and Guarantor with respect to such collateral, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATIONConsent to Participation. Guarantor recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part of Borrower's Indebtedness through sales of participation Interests interests in such Indebtedness to one or more third party lenders. Guarantor specifically agrees and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of such transfers and assignments as may be provided under Louisiana law. Guarantor additionally agrees that the purchaser. purchaser of a any participation Interest In interest in Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest interest of such Indebtedness indebtedness and that such a purchaser will have all of the rights granted under any participation agreement governing the sale of such a participation interest. , Guarantor waives any rights of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interestinterest, and Guarantor unconditionally agrees that either Lander Lender or such a purchaser may enforce Guarantor's obligations and liabilities und6r under this AgreementGuaranty, irrespective of the failure or Insolvency insolvency of Lender or any such purchaser.

Transfer of Indebtedness. This Agreement Is agreement is for the benefit of Lender Holders and for such other person or persons as may from time to time become or be the holders of all or any part of Borrowers Indebtedness. This Company's Indebtedness hereby guaranteed and this Agreement shall be transferrable transferable and negotiable negotiable, with the same force and effect and to the same extent as BorrowerCompany's Indebtedness may be transferrable; It transferable under Article 15 of the Purchase Agreement, it being understood and agreed to by Guarantor that, upon any the transfer or assignment by Holders of all or any part of BorrowerCompany's IndebtednessIndebtedness hereby guaranteed, the legal holder or holders of such Indebtedness shall have all the rights granted to Holders under this Agreement. Guarantor hereby recognizes and agrees that Holders may, from time to time, one or more times, transfer all or any portion of Company's Indebtedness to one or more third parties. Such transfers may include, but are not limited to, sales of a participation or syndication interest in such Indebtedness in favor of one or more third parties in accordance with Article 15 of the Purchase Agreement. Guarantor specifically agrees and consents to all such transfers and assignments in accordance with Article 15 of the Purchase Agreement and Guarantor further waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable New York law. Guarantor additionally agrees that the purchaser of a syndication interest in Company's Indebtedness will be considered as the absolute owner of an interest in, or a percentage interest of, such Indebtedness and that such a purchaser shall have all of the rights and remedies granted to Lander the purchaser under any agreement governing the sale of such a syndication interest and all rights of Holders from whom the syndication interest was purchased under the Purchase Agreement. Guarantor further waives any right of offset that Guarantor may have against Holders and/or any purchaser of such a participation or syndication interest in Company's Indebtedness and Guarantor unconditionally agrees that either Holders or such a purchaser may enforce Guarantor's obligations and liabilities under this Agreement, irrespective of the failure or insolvency of Holders or any such purchaser. Guarantor further agrees that, upon any transfer transfer, in accordance with Article 15 of the Purchase Agreement, of all or any portion of BorrowerCompany's Indebtedness, Lander Holders may transfer and deliver any and all collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by Guarantor) to the transferee of such Indebtedness, Indebtedness and such collateral (again, including but not limited to Guarantor's collateral) shall secure any and all of BorrowerCompany's Indebtedness In in favor of such a transferee. Guarantor additionally agrees that, after any such transfer or assignment has taken placeplace in accordance with Article 15 of the Purchase Agreement, Lender Holders shall be fully discharged from any and all liability and responsibility to Borrower Company (and Guarantor Guarantor) with respect to such collateral, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part of Borrower's Indebtedness through sales of participation Interests in such Indebtedness to one or more third party lenders. Guarantor specifically agrees and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of such transfers and assignments as may be provided under Louisiana law. Guarantor additionally agrees that the purchaser. of a participation Interest In Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest of such Indebtedness and that such a purchaser will have all of the rights granted under any participation agreement governing the sale of such a participation interest. Guarantor waives any rights of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interest, and Guarantor unconditionally agrees that either Lander or such a purchaser may enforce Guarantor's obligations and liabilities und6r this Agreement, irrespective of the failure or Insolvency of Lender or any such purchaser.

Transfer of Indebtedness. This Agreement Is agreement is for the benefit of Lender Lenders and for such other person or persons as may from time to time become or be the holders of all or any part of Borrowers Indebtedness. This Borrower's Indebtedness hereby guaranteed and this Agreement shall be transferrable transferable and negotiable negotiable, with the same force and effect and to the same extent as Borrower's Indebtedness may be transferrable; It transferable under Sections 16.7, 16.8, and 16.9 of the Credit Agreement, it being understood and agreed to by Guarantor that, upon any the transfer or assignment by Lenders of all or any part of Borrower's IndebtednessIndebtedness hereby guaranteed, the legal holder of such Indebtedness shall have all the rights granted to Lenders under this Agreement. Guarantor hereby recognizes and agrees that Lenders may, from time to time, one or more times, transfer all or any portion of Borrower's Indebtedness to one or more third parties. Such transfers may include, but are not limited to, sales of a participation or syndication interest in such Indebtedness in favor of one or more third parties in accordance with Sections 16.7 and/or 16.8 of the Credit Agreement. Guarantor specifically agrees and consents to all such transfers and assignments in accordance with Sections 16.7, 16.8, and/or 16.9 of the Credit Agreement and Guarantor further waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable Louisiana law. Guarantor additionally agrees that the purchaser of a syndication interest in Borrower's Indebtedness will be considered as the absolute owner of an interest in, or a percentage interest of, such Indebtedness and that such a purchaser shall have all of the rights and remedies granted to Lander the purchaser under any agreement governing the sale of such a syndication interest and all rights of Lenders from whom the syndication interest was purchased under the Credit Agreement. Guarantor further waives any right of offset that Guarantor may have against Lenders and/or any purchaser of such a participation or syndication interest in Borrower's Indebtedness and Guarantor unconditionally agrees that either Lenders or such a purchaser may enforce Guarantor's obligations and liabilities under this Agreement, irrespective of the failure or insolvency of Lenders or any such purchaser. Guarantor further agrees that, upon any transfer transfer, in accordance with Sections 16.7 and 16.9 of the Credit Agreement, of all or any portion of Borrower's Indebtedness, Lander Lenders may transfer and deliver any and all collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by Guarantor) to the transferee of such Indebtedness, Indebtedness and such collateral (again, including but not limited to Guarantor's collateral) shall secure any and all of Borrower's Indebtedness In in favor of such a transferee. Guarantor additionally agrees that, after any such transfer or assignment has taken placeplace in accordance with Sections 16.7. 16.8, Lender shall be fully discharged from any and all liability and responsibility to Borrower and Guarantor with respect to such collateral, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part of Borrower's Indebtedness through sales of participation Interests in such Indebtedness to one or more third party lenders. Guarantor specifically agrees and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of such transfers and assignments as may be provided under Louisiana law. Guarantor additionally agrees that the purchaser. of a participation Interest In Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest of such Indebtedness and that such a purchaser will have all of the rights granted under any participation agreement governing the sale of such a participation interest. Guarantor waives any rights of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interest, and Guarantor unconditionally agrees that either Lander or such a purchaser may enforce Guarantor's obligations and liabilities und6r this Agreement, irrespective of the failure or Insolvency of Lender or any such purchaser.and/or

Transfer of Indebtedness. This Agreement Is Guaranty is for the benefit of Lender and for such other person or persons as may from time to time become or be the holders of all or any part of Borrowers Indebtedness. This Agreement the Indebtedness hereby guaranteed, and this Guaranty shall be transferrable transferable and negotiable with the same force and effect and to the same extent as Borrower's the Indebtedness may be transferrable; It transferable, it being understood and agreed to by Guarantor that, upon any the transfer or assignment by Lender of all or any part of Borrower's Indebtednessthe Indebtedness hereby guaranteed, the legal holder of such Indebtedness shall have all the rights granted to Lender under this Guaranty. Guarantor hereby recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any portion of the Indebtedness to one or more third parties. Such transfers may include, but are not limited to, sales of a participation interest in such Indebtedness in favor of one or more third parties. Guarantor specifically agrees and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable New York law. Guarantor additionally agrees that the purchaser of a participation interest in the Indebtedness will be considered as the absolute owner of a percentage interest of such Indebtedness and that such a purchaser will have all of the rights and remedies granted to Lander the purchaser under any participation Guaranty governing the sale of such a participation interest. Guarantor further waives any right of offset that Guarantor may have against Lender and/or any purchaser of such a participation interest in the Indebtedness and Guarantor unconditionally agrees that either Lender or such a purchaser may enforce Guarantor's obligations and liabilities under this AgreementGuaranty, irrespective of the failure or insolvency of Lender or any such purchaser. Guarantor further agrees that, upon any transfer of all or any portion of Borrower's the Indebtedness, Lander Lender may transfer and deliver any and all collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by Guarantor) to the transferee of such Indebtedness, Indebtedness and such collateral (again, including but not limited to Guarantor's collateral) shall secure any and all of Borrower's the Indebtedness In in favor of such a transferee. Guarantor additionally agrees that, after any such transfer or assignment has taken place, Lender shall be fully discharged from any and all liability and responsibility to Borrower (and Guarantor Guarantor) with respect to such collateral, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part of Borrower's Indebtedness through sales of participation Interests in such Indebtedness to one or more third party lenders. Guarantor specifically agrees and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of such transfers and assignments as may be provided under Louisiana law. Guarantor additionally agrees that the purchaser. of a participation Interest In Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest of such Indebtedness and that such a purchaser will have all of the rights granted under any participation agreement governing the sale of such a participation interest. Guarantor waives any rights of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interest, and Guarantor unconditionally agrees that either Lander or such a purchaser may enforce Guarantor's obligations and liabilities und6r this Agreement, irrespective of the failure or Insolvency of Lender or any such purchaser.

Transfer of Indebtedness. This Agreement Is agreement is for the benefit of Lender Lenders and for such other person or persons as may from time to time become or be the holders of all or any part of Borrowers Indebtedness. This Borrower's Indebtedness hereby guaranteed and this Agreement shall be transferrable transferable and negotiable negotiable, with the same force and effect and to the same extent as Borrower's Indebtedness may be transferrable; It transferable under Sections 16.7 and 16.9 of the Credit Agreement, it being understood and agreed to by Guarantor that, upon any the transfer or assignment by Lenders of all or any part of Borrower's IndebtednessIndebtedness hereby guaranteed, the legal holder of such Indebtedness shall have all the rights granted to Lenders under this Agreement. Guarantor hereby recognizes and agrees that Lenders may, from time to time, one or more times, transfer all or any portion of Borrower's Indebtedness to one or more third parties. Such transfers may include, but are not limited to, sales of a participation or syndication interest in such Indebtedness in favor of one or more third parties in accordance with Section 29 of the Credit Agreement. Guarantor specifically agrees and consents to all such transfers and assignments in accordance with Sections 16.7 and 16.9 of the Credit Agreement and Guarantor further waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable Louisiana law. Guarantor additionally agrees that the purchaser of a syndication interest in Borrower's Indebtedness will be considered as the absolute owner of an interest in, or a percentage interest of, such Indebtedness and that such a purchaser shall have all of the rights and remedies granted to Lander the purchaser under any agreement governing the sale of such a syndication interest and all rights of Lenders from whom the syndication interest was purchased under the Credit Agreement. Guarantor further waives any right of offset that Guarantor may have against Lenders and/or any purchaser of such a participation or syndication interest in Borrower's Indebtedness and Guarantor unconditionally agrees that either Lenders or such a purchaser may enforce Guarantor's obligations and liabilities under this Agreement, irrespective of the failure or insolvency of Lenders or any such purchaser. Guarantor further agrees that, upon any transfer transfer, in accordance with Sections 16.7 and 16.9 of the Credit Agreement, of all or any portion of Borrower's Indebtedness, Lander Lenders may transfer and deliver any and all collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by Guarantor) to the transferee of such Indebtedness, Indebtedness and such collateral (again, including but not limited to Guarantor's collateral) shall secure any and all of Borrower's Indebtedness In in favor of such a transferee. Guarantor additionally agrees that, after any such transfer or assignment has taken placeplace in accordance with Section 29 of the Credit Agreement, Lender Lenders shall be fully discharged from any and all liability and responsibility to Borrower (and Guarantor Guarantor) with respect to such collateral, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part of Borrower's Indebtedness through sales of participation Interests in such Indebtedness to one or more third party lenders. Guarantor specifically agrees and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of such transfers and assignments as may be provided under Louisiana law. Guarantor additionally agrees that the purchaser. of a participation Interest In Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest of such Indebtedness and that such a purchaser will have all of the rights granted under any participation agreement governing the sale of such a participation interest. Guarantor waives any rights of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interest, and Guarantor unconditionally agrees that either Lander or such a purchaser may enforce Guarantor's obligations and liabilities und6r this Agreement, irrespective of the failure or Insolvency of Lender or any such purchaser.

Transfer of Indebtedness. This Agreement Is is for the benefit of Lender Cat Financial and for such other person or persons as may from time to time become or be the holders of all or any part of Borrowers Indebtedness. This Borrower’s Indebtedness hereby guaranteed and this Agreement shall be transferrable transferable and negotiable negotiable, with the same force and effect and to the same extent as Borrower's ’s Indebtedness may be transferrable; It transferable, it being understood and agreed to by Guarantor that, upon any the transfer or assignment of all or any part by Cat Financial of Borrower's Indebtedness’s Indebtedness hereby guaranteed, the legal holder of such Indebtedness shall have all of the rights and remedies granted to Lander Cat Financial under this Agreement. Guarantor hereby recognizes and agrees that Cat Financial may, from time to time, one or more times, transfer all or any portion of Borrower’s Indebtedness to one or more third parties. Such transfers may include, but are not limited to, sales of a participation interest in such Indebtedness in favor of one or more third party Cat Financials. Guarantor specifically agrees and consents to all such transfers and assignments and Guarantor further waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable law. Guarantor additionally agrees that the purchaser of a participation interest in Borrower’s Indebtedness will be considered as the absolute owner of a percentage interest of such Indebtedness 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. Guarantor further waives any right of offset that Guarantor may have against Cat Financial and/or any purchaser of such a participation interest in Borrower’s Indebtedness and Guarantor unconditionally agrees that either Cat Financial or such a purchaser may enforce Guarantor’s obligations and liabilities under this Agreement, irrespective of the failure or insolvency of Cat Financial or any such purchaser. Guarantor further agrees that, upon any transfer of all or any portion of Borrower's ’s Indebtedness, Lander Cat Financial may transfer and deliver any and all collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by Guarantor) to the transferee of such Indebtedness, Indebtedness and such collateral (again, including but not limited to Guarantor’s collateral) shall secure any and all of Borrower's ’s Indebtedness In in favor of such a transferee. Guarantor additionally agrees that, after any such transfer or assignment has taken place, Lender Cat Financial shall be fully discharged from any and all liability and responsibility to Borrower (and Guarantor Guarantor) with respect to such collateral, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part of Borrower's Indebtedness through sales of participation Interests in such Indebtedness to one or more third party lenders. Guarantor specifically agrees and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of such transfers and assignments as may be provided under Louisiana law. Guarantor additionally agrees that the purchaser. of a participation Interest In Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest of such Indebtedness and that such a purchaser will have all of the rights granted under any participation agreement governing the sale of such a participation interest. Guarantor waives any rights of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interest, and Guarantor unconditionally agrees that either Lander or such a purchaser may enforce Guarantor's obligations and liabilities und6r this Agreement, irrespective of the failure or Insolvency of Lender or any such purchaser.

Transfer of Indebtedness. This Agreement Is is for the benefit of Lender and for such other person or persons as may from time to time become or be the holders of all or any part of Borrowers Indebtedness. This Borrower's Indebtedness hereby guaranteed, and this Agreement shall be transferrable and negotiable with the same force and effect and to the same extent as Borrower's Indebtedness may be transferrable; It , it being understood and agreed to by Guarantor that, upon any the transfer or assignment by Lender of all or any part of Borrower's IndebtednessIndebtedness hereby guaranteed, the legal holder of such Indebtedness shall have all of the rights and remedies granted to Lander Lender under this Agreement. Guarantor further agrees that, upon any transfer of all or any portion of Borrower's Indebtedness, Lander may transfer and deliver any and all collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by Guarantor) to the transferee of such Indebtedness, and such collateral shall secure any and all of Borrower's Indebtedness In favor of such a transferee. Guarantor additionally agrees that, after any such transfer or assignment has taken place, Lender shall be fully discharged from any and all liability and responsibility to Borrower and Guarantor with respect to such collateral, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATION. Guarantor hereby recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part portion of Borrower's Indebtedness through to one or more third parties. Such transfers may include, but are not limited to, sales of a participation Interests interest in such Indebtedness to in favor of one or more third party lenders. Guarantor specifically agrees and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable Louisiana law. Guarantor additionally agrees that the purchaser. purchaser of a participation Interest In interest in Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest interest of such Indebtedness 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. Guarantor further waives any rights right of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interestinterest in Borrower's Indebtedness, and Guarantor unconditionally agrees that either Lander Lender or such a purchaser may enforce Guarantor's obligations and liabilities und6r under this Agreement, Agreement irrespective of the failure or Insolvency insolvency of Lender or any such purchaser.

Transfer of Indebtedness. This Agreement Is agreement is for the benefit of Lender and for such other person or persons as may from time to time become or be the holders of all or any part of Borrowers Indebtedness. This Borrower's Indebtedness hereby guaranteed and this Agreement shall be transferrable transferable and negotiable negotiable, with the same force and effect and to the same extent as Borrower's Indebtedness may be transferrable; It transferable under the Credit Agreement, it being understood and agreed to by Guarantor that, upon any the transfer or assignment by Lender of all or any part of Borrower's IndebtednessIndebtedness hereby guaranteed, the legal holder of such Indebtedness shall have all the rights granted to Lender under this Agreement. Guarantor hereby recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any portion of Borrower's Indebtedness to one or more third parties. Such transfers may include, but are not limited to, sales of a participation or syndication interest in such Indebtedness in favor of one or more third parties in accordance with the Credit Agreement. Guarantor specifically agrees and consents to all such transfers and assignments in accordance with the Credit Agreement and Guarantor further waives any subsequent notice of and right to consent to any such transfers and assignments as may be provided under applicable Louisiana law. Guarantor additionally agrees that the purchaser of a syndication interest in Borrower's Indebtedness will be considered as the absolute owner of an interest in, or a percentage interest of, such Indebtedness and that such a purchaser shall have all of the rights and remedies granted to Lander the purchaser under any agreement governing the sale of such a syndication interest and all rights of Lender from whom the syndication interest was purchased under the Credit Agreement. Guarantor further waives any right of offset that Guarantor may have against Lender and/or any purchaser of such a participation or syndication interest in Borrower's Indebtedness and Guarantor unconditionally agrees that either Lender or such a purchaser may enforce Guarantor's obligations and liabilities under this Agreement, irrespective of the failure or insolvency of Lender or any such purchaser. Guarantor further agrees that, upon any transfer transfer, in accordance with the Credit Agreement, of all or any portion of Borrower's Indebtedness, Lander Lender may transfer and deliver any and all collateral securing repayment of such Indebtedness (including, but not limited to, any collateral provided by Guarantor) to the transferee of such Indebtedness, Indebtedness and such collateral (again, including but not limited to Guarantor's collateral) shall secure any and all of Borrower's Indebtedness In in favor of such a transferee. Guarantor additionally agrees that, after any such transfer or assignment has taken placeplace in accordance with of the Credit Agreement, Lender shall be fully discharged from any and all liability and responsibility to Borrower (and Guarantor Guarantor) with respect to such collateral, and the transferee thereafter shall be vested with all the powers and rights with respect to such collateral. CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any part of Borrower's Indebtedness through sales of participation Interests in such Indebtedness to one or more third party lenders. Guarantor specifically agrees and consents to all such transfers and assignments, and Guarantor further waives any subsequent notice of such transfers and assignments as may be provided under Louisiana law. Guarantor additionally agrees that the purchaser. of a participation Interest In Borrower's Indebtedness will be considered as the absolute owner of a percentage Interest of such Indebtedness and that such a purchaser will have all of the rights granted under any participation agreement governing the sale of such a participation interest. Guarantor waives any rights of offset that Guarantor may have against Lender and/or any purchaser of such a participation Interest, and Guarantor unconditionally agrees that either Lander or such a purchaser may enforce Guarantor's obligations and liabilities und6r this Agreement, irrespective of the failure or Insolvency of Lender or any such purchaser.