Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than (A) a natural person or (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person), (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Participant hereunder, would constitute a Defaulting Lender or a Subsidiary thereof, (C) a Sanctioned Person or (D) any Borrower or any of such Borrower’s Affiliates or Subsidiaries) (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 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, the Lenders, and the Issuing Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.