Any Term Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Eligible Assignee (other than a natural Person or any Credit Party or any Affiliate or Subsidiary of any Credit Party) (each, a “ Participant ”) in all or a portion of such Term Lender’s rights and/or obligations under this Agreement (including all or a portion of the Term Loans owing to it); provided that (i) such Term Lender’s obligations under this Agreement shall remain unchanged, (ii) such Term Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the Term Lenders shall continue to deal solely and directly with such Term Lender in connection with such Term Lender’s rights and obligations under this Agreement.  For the avoidance of doubt, each Term Lender shall be responsible for the indemnity under Section 9.04(c) without regard to the existence of any participation.