Common use of Sale of Participations Clause in Contracts

Sale of Participations. Each Lender shall have the right at any time or times to sell one or more participations to a financial institution in all or, if less than all, any constant fixed percentage of such Lender's Revolving Credit Commitments, any Advance made by such Lender, any Note executed in favor of such Lender, any participation by such Lender in a Letter of Credit and any participations, if any, purchased by such Lender pursuant to Section 16.4 of this Agreement or this Section 16; provided, however, in each such case, such Lender shall, as between itself and the purchaser, shall retain all of its rights (including, without limitation, rights to enforce against the Borrowers this Agreement and the other Loan Documents) and duties pursuant to this Agreement and the other Loan Documents, including, without limitation, that Lender's right to approve any waiver, consent or amendment pursuant to Section 19.1 of this Agreement; except any waiver, consent or amendment which would (A) reduce any fee or commission allocated to the participation or subparticipation, as the case may be, (B) reduce the amount of any principal payment on any Advance allocated to the participation or subparticipation, as the case may be, or reduce the principal amount of any Advance so allocated or the rate of interest payable thereon, (C) extend the time for payment of any amount allocated to the participation or subparticipation, as the case may be, or (D) result in the release of a substantial portion of the Collateral.. Such purchaser shall not be a Lender for any purposes of this Agreement and the other Loan Documents. The provisions of Section 18 of this Agreement shall inure to the benefit of each purchaser of a participation (provided that (i) each such participant shall look solely to the seller of its participation for those benefits, (ii) no seller (whether or not a Lender) shall have a claim against the Borrowers of any kind whatsoever resulting from such benefits, and (iii) the Borrowers' liabilities, if any, under any of those Sections shall not be increased as a result of the sale of any such participation) and Administrative Agent shall continue to distribute payments pursuant to this Agreement as if no participation has been sold. No participation or subparticipation shall operate as a delegation of any duty of the seller of such participation or subparticipation. Under no circumstance shall any participation be deemed a novation in respect of all or any part of the selling Lender's obligations pursuant to this Agreement. Each purchaser of a participation shall be required to represent and warrant that its purchase shall not constitute a "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code).

Sale of Participations. Each Lender shall have may, without notice to or consent of the right at any time or times Borrower, the Administrative Agent, sell participations to sell one or more participations to a financial institution Persons in all oror a portion of its rights, if less than all, any constant fixed percentage of such Lender's Revolving Credit Commitments, any Advance made by such Lender, any Note executed in favor of such Lender, any participation by such Lender in a Letter of Credit obligations or rights and any participations, if any, purchased by such Lender pursuant to Section 16.4 of obligations under this Agreement (including all or this Section 16a portion of its Commitment or its Loans); provided, however, in each that (i) such case, such Lender shall, as between itself and the purchaser, shall retain all of its rights (including, without limitation, rights to enforce against the Borrowers this Agreement and the other Loan Documents) and duties pursuant to this Agreement and the other Loan Documents, including, without limitation, that Lender's right to approve any waiver, consent or amendment pursuant to Section 19.1 of this Agreement; except any waiver, consent or amendment which would (A) reduce any fee or commission allocated to the participation or subparticipation, as the case may be, (B) reduce the amount of any principal payment on any Advance allocated to the participation or subparticipation, as the case may be, or reduce the principal amount of any Advance so allocated or the rate of interest payable thereon, (C) extend the time for payment of any amount allocated to the participation or subparticipation, as the case may be, or (D) result in the release of a substantial portion of the Collateral.. Such purchaser shall not be a Lender for any purposes of this Agreement and the other Loan Documents. The provisions of Section 18 of obligations under this Agreement shall inure remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of each purchaser the yield protection provisions contained in Sections 4.2 through 4.7, inclusive, and the right of a set-off contained in Section 12.2, provided, however, the participant shall not be entitled to receive any greater amount pursuant to Sections 4.2 through 4.6, inclusive, than the participating Lender would have been entitled to receive in respect of the amount of the participation sold by such participating Lender to such participant had no such participation occurred, and (provided that v) the Credit Parties shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Credit Parties relating to the Loans and other obligations owing to such Lender and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers (i) each decreasing the amount of principal of or the rate at which interest is payable on such participant shall look solely to the seller of its participation for those benefitsLoans or Notes, (ii) no seller (whether extending any scheduled principal payment date or not a Lender) shall have a claim against date fixed for the Borrowers payment of any kind whatsoever resulting from interest on such benefitsLoans or Notes, and (iii) extending its Commitment, or (iv) except as the Borrowers' liabilities, if any, under any of those Sections shall not be increased as a result of the sale or in connection with a merger of any such participation) and Administrative Agent shall continue to distribute payments pursuant to this Agreement as if no participation has been sold. No participation or subparticipation shall operate as a delegation of any duty member of the seller of such participation Consolidated Group permitted under Section 8.3, release the Borrower or subparticipation. Under no circumstance shall any participation be deemed a novation in respect of substantially all or any part of the selling Lender's other Credit Parties from its or their obligations pursuant to this Agreement. Each purchaser of a participation shall be required to represent and warrant that its purchase shall not constitute a "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of under the CodeCredit Documents).

Sale of Participations. Each Lender shall have the right at any time or times may sell participations to sell one or more participations banks or other Persons in or to all or a financial institution in portion of its rights and obligations under the Loan Documents (including all or, if less than all, any constant fixed percentage its rights and obligations with respect to the Revolving Loans and Letters of such Lender's Revolving Credit Commitments, any Advance made by such Lender, any Note executed in favor of such Lender, any participation by such Lender in a Letter of Credit and any participations, if any, purchased by such Lender pursuant to Section 16.4 of this Agreement or this Section 16Credit); provided, however, that such sale shall be effective only upon receipt by the Administrative Agent of a notice of such sale in each form and substance satisfactory to the Administrative Agent. The terms of such caseparticipation shall not, in any event, require the participant's consent to any amendments, waivers or other modifications of any provision of any Loan Documents or the consent to any departure by any Loan Party therefrom or to the exercising or refraining from exercising any powers or rights which such Lender shall, as between itself and may have under or in respect of the purchaser, shall retain all of its rights Loan Documents (including, without limitation, rights including the right to enforce against the Borrowers this Agreement and obligations of the Loan Parties), except if any such amendment, waiver or other Loan Documentsmodification or consent would (i) and duties pursuant reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to this Agreement and such participant under the other Loan Documents, including, without limitation, that Lender's right to approve any waiver, consent or amendment pursuant to Section 19.1 of this Agreement; except any waiver, consent or amendment which such participant would (A) reduce any fee or commission allocated to the otherwise be entitled under such participation or subparticipation, as the case may be, (B) reduce the amount of any principal payment on any Advance allocated to the participation or subparticipation, as the case may be, or reduce the principal amount of any Advance so allocated or the rate of interest payable thereon, (C) extend the time for payment of any amount allocated to the participation or subparticipation, as the case may be, or (Dii) result in the release of a substantial portion all or substantially all of the Collateral.. Such purchaser shall not be a Lender for any purposes of this Agreement and Collateral other than in accordance with the other Loan Collateral Documents. The provisions of Section 18 of this Agreement shall inure to In the benefit of each purchaser of a participation (provided that (i) each such participant shall look solely to the seller of its participation for those benefits, (ii) no seller (whether or not a Lender) shall have a claim against the Borrowers of any kind whatsoever resulting from such benefits, and (iii) the Borrowers' liabilities, if any, under any of those Sections shall not be increased as a result event of the sale of any participation by any Lender, (A) such participationLender's obligations under the Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Lender shall remain the holder of such Obligations for all purposes of this Agreement, (D) such Lender shall disclose to the Borrower the identity of each bank or other entity purchasing a participation within a reasonable time after the sale and purchase of such participation and (E) the Borrower, the Administrative Agent and the other Lenders shall continue to distribute payments pursuant to this Agreement as if no participation has been sold. No participation or subparticipation shall operate as a delegation of any duty of the seller of deal solely and directly with such participation or subparticipation. Under no circumstance shall any participation be deemed a novation Lender in respect of all or any part of the selling connection with such Lender's rights and obligations pursuant to under this Agreement. Each purchaser of a participation participant shall be required entitled to represent the benefits of Sections 2.15 (Capital Adequacy), 2.16 (Taxes) and warrant 2.14(d) (Special Provisions Governing Eurodollar Rate Loans) as if it were a Lender; provided, however, that its purchase anything herein to the contrary notwithstanding, the Borrower shall not constitute a "prohibited transaction" not, at any time, be obligated to make under Section 2.15 (as defined Capital Adequacy), 2.16 (Taxes) or 2.14(d) (Special Provisions Governing Eurodollar Rate Loans) to the participants in Section 406 the rights and obligations of ERISA or Section 4975 any Lender (together with such Lender) any payment in excess of the Code)amount the Borrower would have been obligated to pay to such Lender in respect of such interest had such participation not been sold.

Sale of Participations. Each Lender shall have may without the right at any time consent of the Borrower or times the Administrative Agent sell participations to sell one or more participations to a Lenders, financial institution institutions or other entities in all or, if less than all, any constant fixed percentage or a portion of such Lender's Revolving Credit Commitments, any Advance made by such Lender, any Note executed in favor of such Lender, any participation by such Lender in a Letter of Credit its rights and any participations, if any, purchased by such Lender pursuant to Section 16.4 of obligations under this Agreement (including all or this Section 16a portion of its Commitment and the same portion of the Loans owing to Lender and the Note held by it); provided, however, in each that (i) such case, such Lender shall, as between itself and the purchaser, shall retain all of its rights (including, without limitation, rights to enforce against the Borrowers this Agreement and the other Loan Documents) and duties pursuant to this Agreement and the other Loan Documents, including, without limitation, that Lender's right to approve any waiver, consent or amendment pursuant to Section 19.1 of this Agreement; except any waiver, consent or amendment which would (A) reduce any fee or commission allocated to the participation or subparticipation, as the case may be, (B) reduce the amount of any principal payment on any Advance allocated to the participation or subparticipation, as the case may be, or reduce the principal amount of any Advance so allocated or the rate of interest payable thereon, (C) extend the time for payment of any amount allocated to the participation or subparticipation, as the case may be, or (D) result in the release of a substantial portion of the Collateral.. Such purchaser shall not be a Lender for any purposes of this Agreement and the other Loan Documents. The provisions of Section 18 of obligations under this Agreement shall inure remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) the participating Lenders, financial institutions or other entities shall be entitled to the benefit of each purchaser of the cost protection provisions contained in this Agreement only to the extent the Lender or Lenders selling a participation to them are entitled thereto; (provided that (iiv) each Borrower, the Administrative Agent, the Documentation Agent and the other Lenders shall continue to deal solely and directly with such participant Lender in connection with such Lender's rights, interests and obligations under this Agreement, and such Lender shall look solely retain the sole right to enforce the obligations of Borrower relating to the seller of its participation for those benefitsLoans and to approve any amendment, (ii) no seller (whether modification or not a Lender) shall have a claim against the Borrowers waiver of any kind whatsoever resulting from such benefitsprovision of this Agreement (other than amendments, modifications or waivers decreasing any Fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loans, extending any scheduled principal payment date or date fixed for the payment of interest or other amounts on the Loans or changing or extending the Commitments or Section 2.1.14. hereof) and (iiiv) the Borrowers' liabilities, if any, under any of those Sections such participation shall not be result in increased as a result costs to any Credit Party by virtue of the sale of any such participation) and Administrative Agent shall continue to distribute payments pursuant to this Agreement as if no participation has been sold. No participation or subparticipation shall operate as a delegation of any duty of the seller of such participation or subparticipation. Under no circumstance shall any participation be deemed a novation in respect of all or any part of the selling Lender's obligations pursuant to this Agreement. Each purchaser of a participation shall be required to represent and warrant that its purchase shall not constitute a "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code).

Sale of Participations. Each Lender shall have may without the right at any time consent of the Borrower or times the Administrative Agent sell participations to sell one or more participations to a Lenders, financial institution institutions or other entities in all or, if less than all, any constant fixed percentage or a portion of such Lender's Revolving Credit Commitments, any Advance made by such Lender, any Note executed in favor of such Lender, any participation by such Lender in a Letter of Credit its rights and any participations, if any, purchased by such Lender pursuant to Section 16.4 of obligations under this Agreement (including all or this Section 16a portion of its Commitment and the same portion of the Loans owing to Lender and the Note held by it); provided, however, in each that (i) such case, such Lender shall, as between itself and the purchaser, shall retain all of its rights (including, without limitation, rights to enforce against the Borrowers this Agreement and the other Loan Documents) and duties pursuant to this Agreement and the other Loan Documents, including, without limitation, that Lender's right to approve any waiver, consent or amendment pursuant to Section 19.1 of this Agreement; except any waiver, consent or amendment which would (A) reduce any fee or commission allocated to the participation or subparticipation, as the case may be, (B) reduce the amount of any principal payment on any Advance allocated to the participation or subparticipation, as the case may be, or reduce the principal amount of any Advance so allocated or the rate of interest payable thereon, (C) extend the time for payment of any amount allocated to the participation or subparticipation, as the case may be, or (D) result in the release of a substantial portion of the Collateral.. Such purchaser shall not be a Lender for any purposes of this Agreement and the other Loan Documents. The provisions of Section 18 of obligations under this Agreement shall inure remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) the participating Lenders, financial institutions or other entities shall be entitled to the benefit of each purchaser of the cost protection provisions contained in this Agreement only to the extent the Lender or Lenders selling a participation to them are entitled thereto; (provided that (iiv) each Borrower, the Administrative Agent, the Documentation Agent and the other Lenders shall continue to deal solely and directly with such participant Lender in connection with such Lender's rights, interests and obligations under this Agreement, and such Lender shall look solely retain the sole right to enforce the obligations of Borrower relating to the seller of its participation for those benefitsLoans and to approve any amendment, (ii) no seller (whether modification or not a Lender) shall have a claim against the Borrowers waiver of any kind whatsoever resulting from such benefitsprovision of this Agreement (other than amendments, modifications or waivers decreasing any Fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loans, extending any scheduled principal payment date or date fixed for the payment of interest or other amounts on the Loans or changing or extending the Commitments or Section 2.14. hereof) and (iiiv) the Borrowers' liabilities, if any, under any of those Sections such participation shall not be result in increased as a result costs to any Credit Party by virtue of the sale of any such participation) and Administrative Agent shall continue to distribute payments pursuant to this Agreement as if no participation has been sold. No participation or subparticipation shall operate as a delegation of any duty of the seller of such participation or subparticipation. Under no circumstance shall any participation be deemed a novation in respect of all or any part of the selling Lender's obligations pursuant to this Agreement. Each purchaser of a participation shall be required to represent and warrant that its purchase shall not constitute a "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code).

Sale of Participations. Each Lender shall have the right at any time or times may sell participations to sell one or more participations banks or other Persons in or to all or a financial institution in portion of its rights and obligations under the Loan Documents (including all or, if less than all, any constant fixed percentage its rights and obligations with respect to the Loans and Letters of such Lender's Revolving Credit Commitments, any Advance made by such Lender, any Note executed in favor of such Lender, any participation by such Lender in a Letter of Credit and any participations, if any, purchased by such Lender pursuant to Section 16.4 of this Agreement or this Section 16Credit); provided, however, that such sale shall be effective only upon receipt by the Administrative Agent of a notice of such sale in each form and substance satisfactory to the Administrative Agent. The terms of such caseparticipation shall not, in any event, require the participant's consent to any amendments, waivers or other modifications of any provision of any Loan Documents or the consent to any departure by any Loan Party therefrom or to the exercising or refraining from exercising any powers or rights which such Lender shall, as between itself and may have under or in respect of the purchaser, shall retain all of its rights Loan Documents (including, without limitation, rights including the right to enforce against the Borrowers this Agreement and obligations of the Loan Parties), except if any such amendment, waiver or other Loan Documentsmodification or consent would (i) and duties pursuant reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to this Agreement and such participant under the other Loan Documents, including, without limitation, that Lender's right to approve any waiver, consent or amendment pursuant to Section 19.1 of this Agreement; except any waiver, consent or amendment which such participant would (A) reduce any fee or commission allocated to the otherwise be entitled under such participation or subparticipation, as the case may be, (B) reduce the amount of any principal payment on any Advance allocated to the participation or subparticipation, as the case may be, or reduce the principal amount of any Advance so allocated or the rate of interest payable thereon, (C) extend the time for payment of any amount allocated to the participation or subparticipation, as the case may be, or (Dii) result in the release of a substantial portion all or substantially all of the Collateral.. Such purchaser shall not be a Lender for any purposes of this Agreement and Collateral other than in accordance with the other Loan Documents. The provisions of Section 18 of this Agreement shall inure to In the benefit of each purchaser of a participation (provided that (i) each such participant shall look solely to the seller of its participation for those benefits, (ii) no seller (whether or not a Lender) shall have a claim against the Borrowers of any kind whatsoever resulting from such benefits, and (iii) the Borrowers' liabilities, if any, under any of those Sections shall not be increased as a result event of the sale of any participation by any Lender, (A) such participationLender's obligations under the Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Lender shall remain the holder of such Obligations for all purposes of this Agreement, (D) such Lender shall disclose to the Borrower the identity of each bank or other entity purchasing a participation within a reasonable time after the sale and purchase of such participation and (E) the Borrower, the Administrative Agent and the other Lenders shall continue to distribute payments pursuant to this Agreement as if no participation has been sold. No participation or subparticipation shall operate as a delegation of any duty of the seller of deal solely and directly with such participation or subparticipation. Under no circumstance shall any participation be deemed a novation Lender in respect of all or any part of the selling connection with such Lender's rights and obligations pursuant to under this Agreement. Each purchaser of a participation participant shall be required entitled to represent the benefits of Sections 2.16 (Capital Adequacy), 2.17 (Taxes) and warrant 2.15(d) (Special Provisions Governing Eurodollar Rate Loans) as if it were a Lender; provided, however, that its purchase anything herein to the contrary notwithstanding, the Borrower shall not constitute a "prohibited transaction" not, at any time, be obligated to make under Section 2.16 (as defined Capital Adequacy), 2.17 (Taxes) or 2.15(d) (Special Provisions Governing Eurodollar Rate Loans) to the participants in Section 406 the rights and obligations of ERISA or Section 4975 any Lender (together with such Lender) any payment in excess of the Code)amount the Borrower would have been obligated to pay to such Lender in respect of such interest had such participation not been sold.

Sale of Participations. Each Lender shall have the right at any time or times may sell participations to sell one or more participations to a financial institution Persons (other than the Borrower or an Affiliate of the Borrower) in all or, if less than all, any constant fixed percentage or a portion of such Lender's Revolving Credit Commitments, any Advance made by such Lender, any Note executed in favor of such Lender, any participation by such Lender in a Letter of Credit its rights and any participations, if any, purchased by such Lender pursuant to Section 16.4 of obligations under this Agreement (including all or this Section 16a portion of its Commitment and its Loans); provided, however, in each that (i) such case, such Lender shall, as between itself and the purchaser, shall retain all of its rights (including, without limitation, rights to enforce against the Borrowers this Agreement and the other Loan Documents) and duties pursuant to this Agreement and the other Loan Documents, including, without limitation, that Lender's right to approve any waiver, consent or amendment pursuant to Section 19.1 of this Agreement; except any waiver, consent or amendment which would (A) reduce any fee or commission allocated to the participation or subparticipation, as the case may be, (B) reduce the amount of any principal payment on any Advance allocated to the participation or subparticipation, as the case may be, or reduce the principal amount of any Advance so allocated or the rate of interest payable thereon, (C) extend the time for payment of any amount allocated to the participation or subparticipation, as the case may be, or (D) result in the release of a substantial portion of the Collateral.. Such purchaser shall not be a Lender for any purposes of this Agreement and the other Loan Documents. The provisions of Section 18 of obligations under this Agreement shall inure remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Article 4.9 and the right of set-off contained in Section 16.2.3, (iv) the amount of the participation shall be in a minimum amount of $1,000,000 or such lesser amount which constitutes such Lender's entire Commitment, provided, however, that no such minimum amount shall apply to participations between any of Lenders or between any Lender and any of its Affiliates; and (v) the Borrower, the other Lenders and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrower relating to its Loans, Advances and its Notes and to approve any amendment, modification, or waiver of any provision of this Agreement (it being understood that this shall not affect any rights of such Lender or its participant as between each purchaser of a participation (provided other with respect to amendments, modifications, or waivers that (i) each such participant shall look solely to decrease the seller amount of its participation for those benefitsprincipal of the Loans, (ii) no seller (whether reduce the rate at which interest is payable on the Loans, or not a Lender) shall have a claim against the Borrowers of any kind whatsoever resulting from such benefits, and (iii) extend the Borrowers' liabilitiesfinal maturity of the Notes or the expiration date of any Letter of Credit, or (iv) increase its Commitment if any, under such increase is to be shared by any of those Sections shall not be increased as a result of such participant). Notwithstanding the foregoing: (x) the sale of any such participationparticipations which require Borrower to file a registration statement with the SEC or under the securities Laws of any state shall not be permitted, and (y) the sale by any Lender of participations aggregating 50% or more of its Commitments and Administrative Agent shall continue with respect to distribute payments pursuant which the right of such Lender solely to approve any amendment, modification, or waiver of any provision of this Agreement as if no participation has been sold. No participation requires the consent of or subparticipation shall operate as a delegation of any duty of the seller approval of such participation or subparticipation. Under no circumstance participants shall any participation be deemed a novation in respect require the consent of all or any part of the selling Lender's obligations pursuant to this Agreement. Each purchaser of a participation shall be required to represent and warrant that its purchase Domestic Borrower, which shall not constitute a "prohibited transaction" (as defined in Section 406 of ERISA be unreasonably withheld or Section 4975 of the Code)delayed.

Sale of Participations. Each Lender shall have the right at any time or times may sell participations to sell one or more participations banks or other Persons in or to all or a financial institution in portion of its rights and obligations under the Loan Documents (including all or, if less than all, any constant fixed percentage its rights and obligations with respect to the Revolving Loans and Letters of such Lender's Revolving Credit Commitments, any Advance made by such Lender, any Note executed in favor of such Lender, any participation by such Lender in a Letter of Credit and any participations, if any, purchased by such Lender pursuant to Section 16.4 of this Agreement or this Section 16Credit); provided, however, that such sale shall be effective only upon receipt by the Administrative Agent of a notice of such sale in each form and substance satisfactory to the Administrative Agent. The terms of such caseparticipation shall not, such Lender shallin any event, as between itself and require the purchaserparticipant's consent to any amendments, shall retain all waivers or other modifications of its rights (including, without limitation, rights to enforce against the Borrowers this Agreement and the other Loan Documents) and duties pursuant to this Agreement and the other any provision of any Loan Documents, including, without limitation, that Lender's any departure by any Loan Party therefrom or the exercising or refraining from exercising any powers or rights which such Lender may have under or in respect of the Loan Documents (including the right to approve enforce the obligations of the Loan Parties), except if any waiversuch amendment, waiver or other modification or consent or amendment pursuant to Section 19.1 of this Agreement; except any waiver, consent or amendment which would (A) reduce any fee or commission allocated to the participation or subparticipation, as the case may be, (Bi) reduce the amount, or postpone any date fixed for, any amount (whether of any principal payment on any Advance allocated principal, interest or fees) payable to such participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or subparticipation, as the case may be, or reduce the principal amount of any Advance so allocated or the rate of interest payable thereon, (C) extend the time for payment of any amount allocated to the participation or subparticipation, as the case may be, or (Dii) result in the release of a substantial portion all or substantially all of the Collateral.. Such purchaser shall not be a Lender for any purposes of this Agreement and Collateral other than in accordance with the other Loan Collateral Documents. The provisions of Section 18 of this Agreement shall inure to In the benefit of each purchaser of a participation (provided that (i) each such participant shall look solely to the seller of its participation for those benefits, (ii) no seller (whether or not a Lender) shall have a claim against the Borrowers of any kind whatsoever resulting from such benefits, and (iii) the Borrowers' liabilities, if any, under any of those Sections shall not be increased as a result event of the sale of any participation by any Lender, (A) such Lender's obligations under the Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Lender shall remain the holder of such Obligations for all purposes of this Agreement, (D) such Lender shall disclose to the Borrower the identity of each bank or other entity purchasing a participation within a reasonable time after the sale and purchase of such participation, and (E) and the Borrower, the Administrative Agent and the other Lenders shall continue to distribute payments pursuant to this Agreement as if no participation has been sold. No participation or subparticipation shall operate as a delegation of any duty of the seller of deal solely and directly with such participation or subparticipation. Under no circumstance shall any participation be deemed a novation Lender in respect of all or any part of the selling connection with such Lender's rights and obligations pursuant to under this Agreement. Each purchaser of a participation shall be required to represent and warrant that its purchase shall not constitute a "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code).