THE REVOLVING LOAN COMMITMENT AND OUTSTANDING REVOLVING 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
THERETO, AND THE TRANSFEROR LENDER SHALL BE RELEASED WITH RESPECT TO THE
REVOLVING LOAN COMMITMENT AND OUTSTANDING REVOLVING CREDIT EXPOSURE, ASSIGNED TO
SUCH PURCHASER WITHOUT ANY FURTHER CONSENT 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 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 12.3.3, THE TRANSFEROR LENDER, THE ADMINISTRATIVE AGENT AND THE BORROWER
SHALL, IF THE TRANSFEROR LENDER OR THE PURCHASER DESIRES THAT ITS LOANS BE
EVIDENCED BY PROMISSORY NOTES, MAKE APPROPRIATE ARRANGEMENTS SO THAT NEW
PROMISSORY NOTES OR, AS APPROPRIATE, REPLACEMENT PROMISSORY NOTES ARE ISSUED TO
SUCH TRANSFEROR LENDER, IF APPLICABLE, AND NEW PROMISSORY NOTES OR, AS
APPROPRIATE, REPLACEMENT PROMISSORY NOTES, ARE ISSUED TO SUCH
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PURCHASER, IN EACH CASE IN PRINCIPAL AMOUNTS REFLECTING THEIR RESPECTIVE
REVOLVING LOAN COMMITMENTS (OR, IF THE REVOLVING LOAN TERMINATION DATE HAS
OCCURRED, THEIR RESPECTIVE OUTSTANDING REVOLVING CREDIT EXPOSURE), AS ADJUSTED
PURSUANT TO SUCH ASSIGNMENT.
12.3.4
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 AGREEMENT DELIVERED TO IT AND A REGISTER FOR
THE RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS, AND THE REVOLVING
LOAN COMMITMENTS OF, AND PRINCIPAL AMOUNTS OF THE CREDIT EXTENSIONS 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