Any Lender may at any time, without the consent of, or notice to, the U.S. Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, the U.S. Borrower, any of the U.S. Borrower’s Affiliates or Subsidiaries or those certain competitors of the U.S. Borrower set forth in that certain letter agreement delivered to the Administrative Agent by the U.S. Borrower on or prior to the Closing Date (which letter agreement shall be made available to the Lenders upon request therefor) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, Issuing Lenders, Swingline Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.