FEE IS WAIVED BY THE AGENT
OR UNLESS SUCH ASSIGNMENT IS MADE TO SUCH ASSIGNING LENDER'S AFFILIATE), SUCH
ASSIGNMENT SHALL BECOME EFFECTIVE ON THE EFFECTIVE DATE SPECIFIED IN SUCH
ASSIGNMENT.
THE ASSIGNMENT AGREEMENT SHALL CONTAIN A REPRESENTATION AND
WARRANTY BY THE PURCHASER TO THE EFFECT THAT NONE OF THE FUNDS, MONEY, ASSETS OR
OTHER CONSIDERATION USED TO MAKE THE PURCHASE AND ASSUMPTION OF THE COMMITMENT
AND OUTSTANDING CREDIT EXPOSURE UNDER THE APPLICABLE ASSIGNMENT AGREEMENT
CONSTITUTES "PLAN ASSETS" AS DEFINED UNDER ERISA AND THAT THE RIGHTS, BENEFITS
AND INTERESTS OF THE PURCHASER IN AND 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 OR ON BEHALF OF THE LENDERS AND SHALL HAVE ALL
THE RIGHTS, BENEFITS 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 FROM ANY FURTHER OBLIGATIONS WITH RESPECT TO THE
OUTSTANDING CREDIT EXPOSURE ASSIGNED TO SUCH PURCHASER WITHOUT ANY FURTHER
CONSENT OR ACTION BY THE BORROWER, THE PARENT, THE LENDERS OR THE AGENT.
IN THE
CASE OF AN ASSIGNMENT COVERING ALL OF THE ASSIGNING LENDER'S RIGHTS, BENEFITS
AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH LENDER SHALL CEASE TO BE A LENDER
HEREUNDER BUT SHALL CONTINUE TO BE ENTITLED TO THE 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 LOAN DOCUMENTS.
ANY
ASSIGNMENT OR TRANSFER BY A LENDER OF RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT
THAT DOES NOT COMPLY WITH THIS SECTION 12.3 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 12.2.
UPON THE CONSUMMATION OF ANY
ASSIGNMENT TO A PURCHASER PURSUANT TO THIS SECTION 12.3.3, THE
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TRANSFEROR LENDER, THE AGENT AND THE BORROWER SHALL, IF THE TRANSFEROR LENDER OR
THE PURCHASER DESIRES THAT ITS REVOLVING LOANS BE EVIDENCED BY NOTES, MAKE
APPROPRIATE ARRANGEMENTS SO THAT, UPON CANCELLATION AND SURRENDER TO THE
BORROWER OF THE NOTES (IF ANY) HELD BY THE TRANSFEROR LENDER, NEW NOTES OR, AS
APPROPRIATE, REPLACEMENT NOTES ARE ISSUED TO SUCH TRANSFEROR LENDER, IF
APPLICABLE, AND NEW NOTES OR, AS APPROPRIATE, REPLACEMENT NOTES, ARE ISSUED TO
SUCH PURCHASER, IN EACH CASE IN PRINCIPAL AMOUNTS REFLECTING THEIR RESPECTIVE
COMMITMENTS (OR, IF THE FACILITY TERMINATION DATE HAS OCCURRED, THEIR RESPECTIVE
OUTSTANDING CREDIT EXPOSURE), AS ADJUSTED PURSUANT TO SUCH ASSIGNMENT.
EACH
PURCHASER SHALL NOT BE ENTITLED TO RECEIVE ANY GREATER PAYMENT UNDER SECTION 3.5
THAN THE TRANSFEROR LENDER WOULD HAVE RECEIVED HAD SUCH TRANSFER NOT OCCURRED.
12.3.4
REGISTER.
THE AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN AGENT OF THE
BORROWER (AND THE BORROWER HEREBY DESIGNATES THE AGENT TO ACT IN SUCH CAPACITY),
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