THE ASSIGNMENT SHALL CONTAIN A REPRESENTATION BY
THE PURCHASER TO THE EFFECT THAT NONE OF THE CONSIDERATION USED TO MAKE THE
PURCHASE OF THE COMMITMENT AND OUTSTANDING CREDIT EXPOSURE UNDER THE APPLICABLE
ASSIGNMENT AGREEMENT CONSTITUTES "PLAN ASSETS" AS DEFINED UNDER ERISA AND THAT
THE RIGHTS 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 AND OBLIGATIONS OF A LENDER UNDER THE LOAN
DOCUMENTS, TO THE SAME EXTENT AS IF IT WERE AN ORIGINAL PARTY HERETO, AND NO
FURTHER CONSENT OR ACTION BY THE BORROWER, THE LENDERS OR THE ADMINISTRATIVE
AGENT SHALL BE REQUIRED TO RELEASE THE
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TRANSFEROR LENDER WITH RESPECT TO THE PERCENTAGE OF THE AGGREGATE COMMITMENT AND
OUTSTANDING CREDIT EXPOSURE ASSIGNED TO SUCH PURCHASER.
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 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 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 12.3.2, 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.
12.3.3.
REGISTER.
THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE
AS AN AGENT OF THE BORROWER, SHALL MAINTAIN AT ONE OF ITS OFFICES IN NEW YORK,
NEW YORK A COPY OF EACH ASSIGNMENT AND ASSUMPTION AND EACH ASSUMPTION AGREEMENT
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