UNDER THE LOAN DOCUMENTS WILL NOT
BE "PLAN ASSETS" UNDER ERISA.
ON AND AFTER THE EFFECTIVE DATE OF SUCH
ASSIGNMENT, SUCH PURCHASER SHALL FOR ALL PURPOSES BE A LENDER PARTY TO THIS
AGREEMENT AND ANY OTHER LOAN DOCUMENT EXECUTED BY THE LENDERS AND SHALL HAVE ALL
THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THE LOAN DOCUMENTS, TO THE SAME
EXTENT AS IF IT WERE AN ORIGINAL PARTY THERETO, AND THE TRANSFEROR LENDER SHALL
BE RELEASED WITH RESPECT TO THE COMMITMENT AND OUTSTANDING CREDIT EXPOSURE
ASSIGNED TO SUCH PURCHASER WITHOUT ANY FURTHER CONSENT OR ACTION BY THE
BORROWER, THE OTHER LENDERS OR THE ADMINISTRATIVE AGENT.
IN THE CASE OF AN
ASSIGNMENT COVERING ALL OF THE ASSIGNING LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT, SUCH LENDER SHALL CEASE TO BE A LENDER HEREUNDER BUT SHALL
CONTINUE TO BE ENTITLED TO THE
60
BENEFITS OF, AND SUBJECT TO, THOSE PROVISIONS OF THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS WHICH SURVIVE PAYMENT OF THE OBLIGATIONS AND TERMINATION OF THE
APPLICABLE AGREEMENT.
ANY ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT COMPLY WITH THIS SECTION 13.3
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 13.2.
UPON THE CONSUMMATION OF ANY ASSIGNMENT TO A PURCHASER PURSUANT TO THIS SECTION
13.3.2, THE TRANSFEROR LENDER, THE ADMINISTRATIVE AGENT AND THE BORROWER SHALL
MAKE APPROPRIATE ARRANGEMENTS SO THAT REPLACEMENT NOTES ARE ISSUED TO SUCH
TRANSFEROR LENDER AND NEW NOTES OR, AS APPROPRIATE, REPLACEMENT NOTES, ARE
ISSUED TO SUCH PURCHASER, IN EACH CASE IN PRINCIPAL AMOUNTS REFLECTING THEIR
COMMITMENT, AS ADJUSTED PURSUANT TO SUCH ASSIGNMENT.
13.3.4
REGISTER.
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE
AS AN AGENT OF THE BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES IN CHICAGO,
ILLINOIS 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 OWING TO, EACH LENDER
PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
THE ENTRIES IN
THE REGISTER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR, AND THE BORROWER, 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 BORROWER AT ANY REASONABLE
TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
13.4.
INTENTIONALLY OMITTED.
13.5.
DISSEMINATION OF INFORMATION.
THE GENERAL PARTNER AND THE BORROWER
AUTHORIZE EACH LENDER TO DISCLOSE ANY AND ALL INFORMATION IN SUCH LENDER'S
POSSESSION CONCERNING THE CREDITWORTHINESS OF THE GENERAL PARTNER, THE BORROWER
AND THEIR SUBSIDIARIES TO ANY PARTICIPANT OR PURCHASER OR ANY OTHER PERSON
ACQUIRING AN INTEREST IN THE LOAN DOCUMENTS BY OPERATION OF LAW (EACH A
"TRANSFEREE") AND ANY PROSPECTIVE TRANSFEREE AND ANY SWAP