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
59
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 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 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 AND ANY LENDER, AT ANY