BORROWER'S AFFILIATES OR
SUBSIDIARIES.
(VI)
NO ASSIGNMENT TO NATURAL PERSONS.
NO SUCH
ASSIGNMENT SHALL BE MADE TO A NATURAL PERSON.
Subject to acceptance and recording thereof by the Administrative Agent pursuant
to paragraph (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto) but shall continue to be entitled to
the benefits of Sections 4.8, 4.9, 4.10, 4.11 and 13.3 with respect to facts and
circumstances occurring prior to the effective date of such assignment.
Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (d) of this Section.
(C)
REGISTER.
THE ADMINISTRATIVE AGENT, ACTING
SOLELY FOR THIS PURPOSE AS AN AGENT OF THE BORROWERS, SHALL MAINTAIN AT ONE OF
ITS OFFICES IN CHARLOTTE, NORTH CAROLINA, A COPY OF EACH ASSIGNMENT AND
ASSUMPTION DELIVERED TO IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND
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ADDRESSES OF THE LENDERS, AND THE REVOLVING CREDIT COMMITMENT OF, AND PRINCIPAL
AMOUNTS OF THE LOANS OWING TO, EACH LENDER PURSUANT TO THE TERMS HEREOF FROM
TIME TO TIME (THE "REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE,
AND THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDERS MAY TREAT EACH
PERSON WHOSE NAME IS RECORDED IN THE REGISTER PURSUANT TO THE TERMS HEREOF AS A
LENDER HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT, NOTWITHSTANDING NOTICE TO
THE CONTRARY.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWERS
AND ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE
PRIOR NOTICE.
(D)
PARTICIPATIONS.
ANY LENDER MAY AT ANY TIME,
WITH THE CONSENT OF THE ADMINISTRATIVE AGENT AND THE COMPANY (SUCH CONSENTS NOT
TO BE UNREASONABLY WITHHELD OR DELAYED), SELL PARTICIPATIONS TO ANY PERSON
(OTHER THAN A NATURAL PERSON OR A BORROWER OR ANY 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 REVOLVING CREDIT COMMITMENT, 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, SWINGLINE LENDER AND THE OTHER LENDERS SHALL CONTINUE TO