OR ACTION BY THE BORROWER, THE 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 BENEFITS
63
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 13.3.3, THE TRANSFEROR LENDER, THE ADMINISTRATIVE AGENT AND THE BORROWER
SHALL, IF THE TRANSFEROR LENDER OR THE PURCHASER DESIRES THAT ITS LOANS BE
EVIDENCED BY NOTES, MAKE APPROPRIATE ARRANGEMENTS SO THAT NEW NOTES OR, AS
APPROPRIATE, 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 RESPECTIVE COMMITMENTS, 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, 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
DISSEMINATION OF INFORMATION.
THE BORROWER AUTHORIZES EACH LENDER
TO DISCLOSE 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 ANY AND ALL INFORMATION IN SUCH LENDER'S POSSESSION
CONCERNING THE CREDITWORTHINESS OF THE BORROWER AND ITS SUBSIDIARIES, INCLUDING
WITHOUT LIMITATION ANY INFORMATION CONTAINED IN ANY REPORTS; PROVIDED THAT EACH
TRANSFEREE AND PROSPECTIVE TRANSFEREE AGREES TO BE BOUND BY SECTION 10.11 OF
THIS AGREEMENT.
13.5
TAX TREATMENT.
IF ANY INTEREST IN ANY LOAN DOCUMENT IS TRANSFERRED
TO ANY TRANSFEREE WHICH IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED STATES
OR ANY STATE THEREOF, THE TRANSFEROR LENDER SHALL CAUSE SUCH TRANSFEREE,
CONCURRENTLY WITH THE EFFECTIVENESS OF SUCH TRANSFER, TO COMPLY WITH THE
PROVISIONS OF SECTION 3.5(D).
ARTICLE XIV
NOTICES
14.1
NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.
(A)
NOTICES GENERALLY.