BY SECTION 13.3.2, AND (II) PAYMENT OF A $3,500 FEE
TO THE ADMINISTRATIVE AGENT FOR PROCESSING SUCH ASSIGNMENT (UNLESS THE
ASSIGNMENT IS TO AN AFFILIATE OF THE LENDER IN WHICH CASE NO FEE SHALL BE
CHARGED), SUCH ASSIGNMENT SHALL BECOME EFFECTIVE ON THE EFFECTIVE DATE SPECIFIED
IN SUCH NOTICE OF ASSIGNMENT.
THE NOTICE OF 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 ARE "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 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 COMMITMENT AND OUTSTANDING CREDIT EXPOSURE
ASSIGNED TO SUCH PURCHASER WITHOUT ANY FURTHER CONSENT OR ACTION BY THE
BORROWER, THE OTHER 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 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 13.3.2, THE TRANSFEROR LENDER, THE
ADMINISTRATIVE AGENT AND THE BORROWER SHALL MAKE APPROPRIATE ARRANGEMENTS SO
THAT 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 COMMITMENT, 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 ABSENT MANIFEST ERROR, 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