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 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 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 BORROWER, THE ADMINISTRATIVE AGENT, THE LENDERS,
ISSUING BANK AND SWINGLINE LENDER SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY
WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT.
(E)
ANY AGREEMENT OR INSTRUMENT PURSUANT TO
WHICH A LENDER SELLS SUCH A PARTICIPATION SHALL PROVIDE THAT SUCH LENDER SHALL
RETAIN THE SOLE RIGHT TO ENFORCE THIS AGREEMENT AND TO APPROVE ANY AMENDMENT,
MODIFICATION OR WAIVER OF ANY
PROVISION OF THIS AGREEMENT; PROVIDED