Common use of Binding Effect; Successors and Assigns; Participations Clause in Contracts

Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Postpetition Lender and their respective successors and permitted assigns. The Borrower shall not have the right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Postpetition Lender. Upon the request of the Borrower, the Postpetition Lender shall provide copies of all invoices for costs and expenses to be reimbursed by Borrower under this Agreement or under any of the Postpetition Financing Documents. The Postpetition Lender may sell or assign to a single Person all of its rights in the Postpetition Loans without the consent of the Borrower; provided however that, the Postpetition Lender shall provide Notice to Borrower with the name and address of such transferee. Except as provided in Section 7.07(b), the Postpetition Lender shall not sell all of its rights in the Postpetition Loans to multiple Persons without the consent of the Borrower. (b) The Borrower agrees and consents to Postpetition Lender’s sale or transfer, whether now or later, of one or more participation interests in the Postpetition Loans to one or more purchasers, whether related or unrelated to Postpetition Lender. The Postpetition Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge the Postpetition Lender may have about the Borrower or about any other matter relating to the Postpetition Loans, and the Borrower hereby waives any rights to privacy it may have with respect to such matters; provided, however, that any information received by any such purchaser or potential purchaser under this provision which concerns the personal, financial or other affairs of the Borrower shall be received and kept by the purchaser or potential purchaser in full confidence and will not be revealed to any other Person nor used for any purpose whatsoever other than for determining whether or not to participate in the Postpetition Loans and in accord with the rights of the Postpetition Lender if a participation interest is acquired. The Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interest. The Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of the participation interests in the Postpetition Loans and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. The Borrower further waives all rights of offset or counterclaim that it may have now or later against the Postpetition Lender or against any purchaser of such a participation interest arising out of or by virtue of the participation and unconditionally agrees that the Postpetition Lender may enforce the Borrower’s obligation under the Postpetition Loans irrespective of the failure or insolvency of any holder of any interests in the Postpetition Loans. (c) The Postpetition Lender acting for these purposes on behalf of the Borrower shall maintain a register (the “Register”) for the recordation of the names and addresses of the assignees, transferees and participants and principal amounts of the Postpetition Loans owing to each such Person from time to time. The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, Postpetition Lender, assignees and participants shall treat each Person whose name is recorded in the Register as the owner of the Postpetition Loans and any Postpetition Note evidencing such Postpetition Loans recorded therein for all purposes of this Agreement. Borrower shall be entitled to inspect the Register and receive copies thereof upon reasonable written notice.

Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Postpetition Lender and their respective successors and permitted assigns. The , except that the Borrower shall not have the right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Postpetition LenderLenders. Upon the request of the Borrower, the Postpetition Lender shall provide copies of all invoices for costs and expenses to be reimbursed by Borrower under this Agreement or under any of the Postpetition Financing Loan Documents. The Postpetition Lender may sell or assign to a single Person all of its rights in the Postpetition Loans without the consent of the Borrower; provided however that, the Postpetition Lender shall provide Notice to Borrower with the name and address of such transferee. Except as provided in Section 7.07(b), the Postpetition Lender shall not sell all of its rights in the Postpetition Loans to multiple Persons without the consent of the Borrower. (b) The Borrower agrees and consents to Postpetition Lender’s sale or transfer, whether now or later, of one or more participation interests in the Postpetition Loans to one or more purchasers, whether related or unrelated to Postpetition Lender. The Postpetition Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge the Postpetition Lender may have about the Borrower or about any other matter relating to the Postpetition Loans, and the Borrower hereby waives any rights to privacy it may have with respect to such matters; provided, however, that any information received by any such purchaser or potential purchaser under this provision which concerns the personal, financial or other affairs of the Borrower shall be received and kept by the purchaser or potential purchaser in full confidence and will not be revealed to any other Person persons, firms or organizations nor used for any purpose whatsoever other than for determining whether or not to participate in the Postpetition Loans and in accord with the rights of the Postpetition Lender if a participation interest is acquired. The Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interest. The Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of the participation such interests in the Postpetition Loans and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. The Borrower further waives all rights of offset or counterclaim that it may have now or later against the Postpetition Lender or against any purchaser of such a participation interest arising out of or by virtue of the participation and unconditionally agrees that the Postpetition either Lender or such purchaser may enforce the Borrower’s obligation under the Postpetition Loans irrespective of the failure or insolvency of any holder of any interests in the Postpetition Loans. (c) The Postpetition Lender acting for these purposes on behalf of the Borrower shall maintain a register (the “Register”) for the recordation of the names and addresses of the assignees, transferees and participants and principal amounts of the Postpetition Loans owing to each such Person from time to time. The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, Postpetition Lender, assignees and participants shall treat each Person whose name is recorded in the Register as the owner of the Postpetition Loans and any Postpetition Note evidencing such Postpetition Loans recorded therein for all purposes of this Agreement. Borrower shall be entitled to inspect further agrees that the Register and receive copies thereof upon reasonable written noticepurchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Postpetition Lender and their respective successors and permitted assigns. The , except that the Borrower shall not have the right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Postpetition Lender. Upon the request of the Borrower, the Postpetition Lender shall provide copies of all invoices for costs and expenses to be reimbursed by Borrower under this Agreement or under any of the Postpetition Financing Loan Documents. The Postpetition Lender may sell or assign to a single Person all of its rights in the Postpetition Loans without the consent of the Borrower; provided however that, the Postpetition Lender shall provide Notice to Borrower with the name and address of such transferee. Except as provided in Section 7.07(b), the Postpetition Lender shall not sell all of its rights in the Postpetition Loans to multiple Persons without the consent of the Borrower. (b) The Borrower agrees and consents to Postpetition Lender’s sale or transfer, whether now or later, of one or more participation interests in the Postpetition Loans to one or more purchasers, whether related or unrelated to Postpetition Lender. The Postpetition Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge the Postpetition Lender may have about the Borrower or about any other matter relating to the Postpetition Loans, and the Borrower hereby waives any rights to privacy it may have with respect to such matters; provided, however, that any information received by any such purchaser or potential purchaser under this provision which concerns the personal, financial or other affairs of the Borrower shall be received and kept by the purchaser or potential purchaser in full confidence and will not be revealed to any other Person persons, firms or organizations nor used for any purpose whatsoever other than for determining whether or not to participate in the Postpetition Loans and in accord with the rights of the Postpetition Lender if a participation interest is acquired. The Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interest. The Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of the participation such interests in the Postpetition Loans and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. The Borrower further waives all rights of offset or counterclaim that it may have now or later against the Postpetition Lender or against any purchaser of such a participation interest arising out of or by virtue of the participation and unconditionally agrees that the Postpetition either Lender or such purchaser may enforce the Borrower’s obligation under the Postpetition Loans irrespective of the failure or insolvency of any holder of any interests in the Postpetition Loans. (c) The Postpetition Lender acting for these purposes on behalf of the Borrower shall maintain a register (the “Register”) for the recordation of the names and addresses of the assignees, transferees and participants and principal amounts of the Postpetition Loans owing to each such Person from time to time. The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, Postpetition Lender, assignees and participants shall treat each Person whose name is recorded in the Register as the owner of the Postpetition Loans and any Postpetition Note evidencing such Postpetition Loans recorded therein for all purposes of this Agreement. Borrower shall be entitled to inspect further agrees that the Register and receive copies thereof upon reasonable written noticepurchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Postpetition Lender and their respective successors and permitted assigns. The , except that the Borrower shall not have the right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Postpetition Lender. Upon the request of the Borrower, the Postpetition Lender shall provide copies of all invoices for costs and expenses to be reimbursed by Borrower under this Agreement or under any of the Postpetition Financing Documents. The Postpetition Lender may sell or assign to a single Person all of its rights in the Postpetition Loans without the consent of the Borrower; provided however that, the Postpetition Lender shall provide Notice to Borrower with the name and address of such transferee. Except as provided in Section 7.07(b), the Postpetition Lender shall not sell all of its rights in the Postpetition Loans to multiple Persons without the consent of the BorrowerLenders. (b) The Provided Lender provides notice of such transfer or participation to Borrower, Borrower agrees and consents to Postpetition Lender’s sale or transfer, whether now or later, of one or more participation interests in the Postpetition Loans to one or more purchasers, whether related or unrelated to Postpetition Lender. The Postpetition Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge the Postpetition Lender may have about the Borrower or about any other matter relating to the Postpetition Loans, and the Borrower hereby waives any rights to privacy it may have with respect to such matters; provided, however, that any information received by any such purchaser or potential purchaser under this provision which concerns the personal, financial or other affairs of the Borrower shall be received and kept by the purchaser or potential purchaser in full confidence and will not be revealed to any other Person persons, firms or organizations nor used for any purpose whatsoever other than for determining whether or not to participate in the Postpetition Loans and in accord with the rights of the Postpetition Lender if a participation interest is acquired. The Provided Borrower additionally waives any and all notices has been provided notice by Lender of Lender’s sale of a participation interestsinterest to such party or parties, as well as all notices of any repurchase of such participation interest. The Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of the participation such interests in the Postpetition Loans and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. The Borrower further waives all rights of offset or counterclaim that it may have now or later against the Postpetition Lender or against any purchaser of such a participation interest arising out of or by virtue of the participation and unconditionally agrees that the Postpetition either Lender or such purchaser may enforce the Borrower’s obligation under the Postpetition Loans irrespective of the failure or insolvency of any holder of any interests in the Postpetition Loans. (c) The Postpetition Lender acting for these purposes on behalf of the Borrower shall maintain a register (the “Register”) for the recordation of the names and addresses of the assignees, transferees and participants and principal amounts of the Postpetition Loans owing to each such Person from time to time. The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, Postpetition Lender, assignees and participants shall treat each Person whose name is recorded in the Register as the owner of the Postpetition Loans and any Postpetition Note evidencing such Postpetition Loans recorded therein for all purposes of this Agreement. Borrower shall be entitled to inspect further agrees that the Register and receive copies thereof upon reasonable written noticepurchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Postpetition Lender and their respective successors and permitted assigns. The , except that the Borrower shall not have the right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Postpetition Lender. Upon the request of the Borrower, the Postpetition Lender shall provide copies of all invoices for costs and expenses to be reimbursed by Borrower under this Agreement or under any of the Postpetition Financing Documents. The Postpetition Lender may sell or assign to a single Person all of its rights in the Postpetition Loans without the consent of the Borrower; provided however that, the Postpetition Lender shall provide Notice to Borrower with the name and address of such transferee. Except as provided in Section 7.07(b), the Postpetition Lender shall not sell all of its rights in the Postpetition Loans to multiple Persons without the consent of the BorrowerLenders. (b) The Borrower agrees and consents to Postpetition Lender’s sale or transfer, whether now or later, of one or more participation interests in the Postpetition Loans to one or more purchasers, whether related or unrelated to Postpetition Lender. The Postpetition Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge the Postpetition Lender may have about the Borrower or about any other matter relating to the Postpetition Loans, and the Borrower hereby waives any rights to privacy it may have with respect to such matters; provided, however, that any information received by any such purchaser or potential purchaser under this provision which concerns the personal, financial or other affairs of the Borrower shall be received and kept by the purchaser or potential purchaser in full confidence and will not be revealed to any other Person persons, firms or organizations nor used for any purpose whatsoever other than for determining whether or not to participate in the Postpetition Loans and in accord with the rights of the Postpetition Lender if a participation interest is acquired. The Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interest. The Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of the participation such interests in the Postpetition Loans and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. The Borrower further waives all rights of offset or counterclaim that it may have now or later against the Postpetition Lender or against any purchaser of such a participation interest arising out of or by virtue of the participation and unconditionally agrees that the Postpetition either Lender or such purchaser may enforce the Borrower’s obligation under the Postpetition Loans irrespective of the failure or insolvency of any holder of any interests in the Postpetition Loans. (c) The Postpetition Lender acting for these purposes on behalf of the Borrower shall maintain a register (the “Register”) for the recordation of the names and addresses of the assignees, transferees and participants and principal amounts of the Postpetition Loans owing to each such Person from time to time. The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, Postpetition Lender, assignees and participants shall treat each Person whose name is recorded in the Register as the owner of the Postpetition Loans and any Postpetition Note evidencing such Postpetition Loans recorded therein for all purposes of this Agreement. Borrower shall be entitled to inspect further agrees that the Register and receive copies thereof upon reasonable written noticepurchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Postpetition Lender and their respective successors and permitted assigns. The , except that Borrower shall not have the right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Postpetition Lender. Upon the request of the Borrower, the Postpetition Lender shall provide copies of all invoices for costs and expenses to be reimbursed by Borrower under this Agreement or under any of the Postpetition Financing Documents. The Postpetition Lender may sell or assign to a single Person all of its rights in the Postpetition Loans without the consent of the Borrower; provided however that, the Postpetition Lender shall provide Notice to Borrower with the name and address of such transferee. Except as provided in Section 7.07(b), the Postpetition Lender shall not sell all of its rights in the Postpetition Loans to multiple Persons without the consent of the BorrowerLenders. (b) The Borrower agrees and consents to Postpetition Lender’s sale or transfer, whether now or later, of one or more participation interests in the Postpetition Loans to one or more purchasers, whether related or unrelated to Postpetition Lender. The Postpetition Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge the Postpetition Lender may have about the Borrower or about any other matter relating to the Postpetition Loans, and the Borrower hereby waives any rights to privacy it may have with respect to such matters; provided, however, that any information received by any such purchaser or potential purchaser under this provision which concerns the personal, financial or other affairs of the Borrower shall be received and kept by the purchaser or potential purchaser in full confidence and will not be revealed to any other Person persons, firms or organizations nor used for any purpose whatsoever other than for determining whether or not to participate in the Postpetition Loans and in accord with the rights of the Postpetition Lender if a participation interest is acquired. The Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interest. The Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of the participation such interests in the Postpetition Loans and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. The Borrower further waives all rights of offset or counterclaim that it may have now or later against the Postpetition Lender or against any purchaser of such a participation interest arising out of or by virtue of the participation and unconditionally agrees that the Postpetition either Lender or such purchaser may enforce the Borrower’s obligation under the Postpetition Loans irrespective of the failure or insolvency of any holder of any interests in the Postpetition Loans. (c) The Postpetition Lender acting for these purposes on behalf of the Borrower shall maintain a register (the “Register”) for the recordation of the names and addresses of the assignees, transferees and participants and principal amounts of the Postpetition Loans owing to each such Person from time to time. The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, Postpetition Lender, assignees and participants shall treat each Person whose name is recorded in the Register as the owner of the Postpetition Loans and any Postpetition Note evidencing such Postpetition Loans recorded therein for all purposes of this Agreement. Borrower shall be entitled to inspect further agrees that the Register and receive copies thereof upon reasonable written noticepurchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Postpetition Lender and their respective successors and permitted assigns. The , except that Borrower shall not have the right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Postpetition Lender. Upon the request of the Borrower, the Postpetition Lender shall provide copies of all invoices for costs and expenses to be reimbursed by Borrower under this Agreement or under any of the Postpetition Financing Documents. The Postpetition Lender may sell or assign to a single Person all of its rights in the Postpetition Loans without the consent of the Borrower; provided however that, the Postpetition Lender shall provide Notice to Borrower with the name and address of such transferee. Except as provided in Section 7.07(b), the Postpetition Lender shall not sell all of its rights in the Postpetition Loans to multiple Persons without the consent of the BorrowerLenders. (b) The Borrower agrees and consents to Postpetition Lender’s sale or transfer, whether now or later, of one or more participation interests in the Postpetition Loans to one or more purchasers, whether related or unrelated to Postpetition Lender. The Postpetition Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge the Postpetition Lender may have about the Borrower or about any other matter relating to the Postpetition Loans, and the Borrower hereby waives any rights to privacy it may have with respect to such matters; provided, however, that any information received by any such purchaser or potential purchaser under this provision which concerns the personal, financial or other affairs of the Borrower shall be received and kept by the purchaser or potential purchaser in full confidence and will not be revealed to any other Person persons, firms or organizations nor used for any purpose whatsoever other than for determining GP:4879178v4 i whether or not to participate in the Postpetition Loans and in accord with the rights of the Postpetition Lender if a participation interest is acquired. The Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interest. The Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of the participation such interests in the Postpetition Loans and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. The Borrower further waives all rights of offset or counterclaim that it may have now or later against the Postpetition Lender or against any purchaser of such a participation interest arising out of or by virtue of the participation and unconditionally agrees that the Postpetition either Lender or such purchaser may enforce the Borrower’s obligation under the Postpetition Loans irrespective of the failure or insolvency of any holder of any interests in the Postpetition Loans. (c) The Postpetition Lender acting for these purposes on behalf of the Borrower shall maintain a register (the “Register”) for the recordation of the names and addresses of the assignees, transferees and participants and principal amounts of the Postpetition Loans owing to each such Person from time to time. The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, Postpetition Lender, assignees and participants shall treat each Person whose name is recorded in the Register as the owner of the Postpetition Loans and any Postpetition Note evidencing such Postpetition Loans recorded therein for all purposes of this Agreement. Borrower shall be entitled to inspect further agrees that the Register and receive copies thereof upon reasonable written noticepurchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall become effective when it shall have been executed by the Borrower, the Lenders and the Agent. From and after the date this Agreement shall have so become effective, this Agreement shall be binding upon and inure to the benefit of the Borrower, the Postpetition Lender Lenders and the Agent and their respective successors and permitted assigns. The ; provided that the Borrower shall not have the right be permitted to assign or otherwise transfer its rights hereunder or any interest herein to any Person without the prior written consent of the Postpetition Agent and each Lender. Upon the request of the Borrower, the Postpetition Lender shall provide copies of all invoices for costs and expenses to be reimbursed by Borrower under this Agreement or under any of the Postpetition Financing Documents. The Postpetition Lender may sell or assign to a single Person all of its rights in the Postpetition Loans without the consent of the Borrower; provided however that, the Postpetition Lender shall provide Notice to Borrower with the name and address of such transferee. Except as provided in Section 7.07(b), the Postpetition Lender shall not sell all of its rights in the Postpetition Loans to multiple Persons without the consent of the Borrower. (b) The Borrower agrees and consents to Postpetition Lender’s sale or transferAny Lender may, whether now or later, of one or more participation interests in the Postpetition Loans ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more purchasers, whether related banks or unrelated other entities ("Participants") participating interests in any Loan owing to Postpetition such Lender. The Postpetition Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information Note held by such Lender, any Commitment of such Lender or knowledge the Postpetition Lender may have about the Borrower or about any other matter relating interest of such Lender hereunder and under the Notes. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under this Agreement to the Postpetition Loansother parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Agreement and the Notes and the Borrower hereby waives any and each Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights to privacy it may have with respect to such matters; provided, however, that any information received by any such purchaser or potential purchaser and obligations under this provision which concerns Agreement and the personal, financial or other affairs of the Borrower shall be received and kept by the purchaser or potential purchaser in full confidence and will not be revealed to any other Person nor used for any purpose whatsoever other than for determining whether or not to participate in the Postpetition Loans and in accord with the rights of the Postpetition Lender if a participation interest is acquiredLoan Documents. The Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interest. The Borrower also agrees that if amounts outstanding under this Agreement and the purchasers Notes are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of any such participation interests will be considered as an Event of Default, to the absolute owners of the participation interests in the Postpetition Loans and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. The Borrower further waives all rights of offset or counterclaim that it may have now or later against the Postpetition Lender or against any purchaser of such a participation interest arising out of or extent permitted by virtue of the participation and unconditionally agrees that the Postpetition Lender may enforce the Borrower’s obligation under the Postpetition Loans irrespective of the failure or insolvency of any holder of any interests in the Postpetition Loans. (c) The Postpetition Lender acting for these purposes on behalf of the Borrower shall maintain a register (the “Register”) for the recordation of the names and addresses of the assigneeslaw, transferees and participants and principal amounts of the Postpetition Loans owing to each such Person from time to time. The entries in the Register Participant shall be conclusive deemed to have the right of setoff in the absence respect of manifest error, and the Borrower, Postpetition Lender, assignees and participants shall treat each Person whose name is recorded its participating interest in the Register as the owner of the Postpetition Loans amounts owing under this Agreement and any Postpetition Note evidencing to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any Note, provided that such Postpetition Loans recorded therein for all purposes of this Agreement. Borrower Participant shall only be entitled to inspect such right of setoff if it shall have agreed in the Register and receive copies agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof upon reasonable written noticeas provided in Section 9.

Binding Effect; Successors and Assigns; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Postpetition Lender and their respective successors and permitted assigns. The Borrower shall not have the right to assign or otherwise transfer its rights hereunder or any interest herein without the prior written consent of the Postpetition Lender. Upon the request of the Borrower, the Postpetition Lender shall provide copies of all invoices for costs and expenses to be reimbursed by Borrower under this Agreement or under any of the Postpetition Financing Documents. The Postpetition Lender may sell or assign to a single Person all of its rights in the Postpetition Loans without the consent of the Borrower; provided however that, the Postpetition Lender shall provide Notice to Borrower with the name and address of such transferee. Except except as provided in Section 7.07(b), the Postpetition Lender shall not sell all of its rights in the Postpetition Loans to multiple Persons without the consent of the Borrower. (b) The Borrower agrees and consents to Postpetition Lender▇▇▇▇▇▇’s sale or transfer, whether now or later, of one or more participation interests in the Postpetition Loans to one or more purchasers, whether related or unrelated to Postpetition Lender. The Postpetition Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge the Postpetition Lender may have about the Borrower or about any other matter relating to the Postpetition Loans, and the Borrower hereby waives any rights to privacy it may have with respect to such matters; provided, however, that any information received by any such purchaser or potential purchaser under this provision which concerns the personal, financial or other affairs of the Borrower shall be received and kept by the purchaser or potential purchaser in full confidence and will not be revealed to any other Person nor used for any purpose whatsoever other than for determining whether or not to participate in the Postpetition Loans and in accord with the rights of the Postpetition Lender if a participation interest is acquired. The Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interest. The Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of the participation such interests in the Postpetition Loans and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. The Borrower further waives all rights of offset or counterclaim that it may have now or later against the Postpetition Lender or against any purchaser of such a participation interest arising out of or by virtue of the participation and unconditionally agrees that either the Postpetition Lender or such purchaser may enforce the Borrower’s obligation under the Postpetition Loans irrespective of the failure or insolvency of any holder of any interests in the Postpetition Loans. (c) . The Postpetition Lender acting for these purposes on behalf Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that the Borrower shall maintain a register (the “Register”) for the recordation of the names and addresses of the assignees, transferees and participants and principal amounts of may have against the Postpetition Loans owing to each such Person from time to time. The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, Postpetition Lender, assignees and participants shall treat each Person whose name is recorded in the Register as the owner of the Postpetition Loans and any Postpetition Note evidencing such Postpetition Loans recorded therein for all purposes of this Agreement. Borrower shall be entitled to inspect the Register and receive copies thereof upon reasonable written notice.