TO NATURAL
PERSONS.
NO SUCH ASSIGNMENT SHALL BE MADE TO A NATURAL PERSON.
Subject to acceptance and recording thereof by Agent pursuant to Section 13.9.1,
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
2.16, 2.17 and 13.15 hereof 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
Section 13.9.4.
13.9.3
REGISTER.
AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN
AGENT OF BORROWERS, SHALL MAINTAIN AT ITS OFFICE IN CHARLOTTE, NORTH CAROLINA, A
COPY OF EACH ASSIGNMENT AND ASSUMPTION DELIVERED TO IT AND A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE COMMITMENTS OF,
AND PRINCIPAL AMOUNTS OF THE LOANS AND LETTER OF CREDIT ADVANCES OWING TO, EACH
LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
THE
ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, AND BORROWERS, AGENT AND THE
LENDERS MAY TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER PURSUANT TO
THE TERMS HEREOF AS A LENDER
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HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT, NOTWITHSTANDING NOTICE TO THE
CONTRARY.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER AND
ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
13.9.4
PARTICIPATIONS.
ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT OF,
OR NOTICE TO, BORROWERS OR AGENT, SELL PARTICIPATIONS TO ANY PERSON (OTHER THAN
A NATURAL PERSON OR GUARANTOR, A BORROWER OR ANY OF GUARANTOR'S AFFILIATES)
(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 AND LETTER OF CREDIT ADVANCES 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) BORROWERS, AGENT AND THE LENDERS
SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH
SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
ANY AGREEMENT OR
INSTRUMENT PURSUANT TO WHICH A LENDER SELLS SUCH A PARTICIPATION SHALL