BE MADE TO THE
BORROWER OR ANY OF THE 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 10.4, from and after the effective date
specified in each Assignment and Acceptance, the assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Acceptance, 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 Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance 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 2.18, 2.19, 2.20 and 10.3 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
10.4.
(C)
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN AGENT
OF THE BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES IN ATLANTA, GEORGIA A COPY
OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO IT AND A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENTS OF,
AND PRINCIPAL AMOUNT OF THE LOANS AND REVOLVING CREDIT EXPOSURE OWING TO, EACH
LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
INFORMATION CONTAINED IN THE REGISTER WITH RESPECT TO ANY LENDER SHALL BE
AVAILABLE FOR INSPECTION BY SUCH LENDER AT ANY REASONABLE TIME AND FROM TIME TO
TIME UPON REASONABLE PRIOR NOTICE; INFORMATION CONTAINED IN THE REGISTER SHALL
ALSO BE AVAILABLE FOR INSPECTION BY THE BORROWER AT ANY REASONABLE TIME AND FROM
TIME TO TIME UPON REASONABLE PRIOR NOTICE.
IN ESTABLISHING AND MAINTAINING THE
REGISTER, ADMINISTRATIVE AGENT SHALL SERVE AS COMPANY'S AGENT SOLELY FOR TAX
PURPOSES AND SOLELY WITH RESPECT TO THE ACTIONS DESCRIBED IN THIS SECTION, AND
THE BORROWER HEREBY AGREES THAT, TO THE EXTENT SUNTRUST BANK SERVES IN SUCH
CAPACITY, SUNTRUST BANK AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
SUB-AGENTS AND AFFILIATES SHALL CONSTITUTE "INDEMNITEES."
(D)
ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT OF, OR NOTICE TO,
THE BORROWER, THE ADMINISTRATIVE AGENT, THE SWINGLINE LENDER OR THE ISSUING BANK
SELL PARTICIPATIONS
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TO ANY PERSON (OTHER THAN A NATURAL PERSON, THE BORROWER OR ANY OF THE
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