BY THE PURCHASER TO THE EFFECT THAT NONE
OF THE FUNDS, MONEY, ASSETS OR OTHER CONSIDERATION USED TO MAKE THE PURCHASE AND
ASSUMPTION OF THE REVOLVING LOAN COMMITMENT, TERM LOAN COMMITMENT AND REVOLVING
CREDIT OBLIGATIONS OR TERM LOANS UNDER THE APPLICABLE ASSIGNMENT AGREEMENT
CONSTITUTES "PLAN ASSETS" AS DEFINED UNDER ERISA AND THAT THE RIGHTS, BENEFITS
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
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BEHALF OF THE LENDERS AND SHALL HAVE ALL THE RIGHTS, BENEFITS 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 CREDIT OBLIGATIONS OR TERM LOANS 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, BENEFITS 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 LOAN DOCUMENTS.
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(C), THE
TRANSFEROR LENDER, THE ADMINISTRATIVE AGENT AND THE BORROWER SHALL, AT NO
ADDITIONAL COST TO THE BORROWER, AND, IF THE TRANSFEROR LENDER OR THE PURCHASER
DESIRES THAT ITS LOANS BE EVIDENCED BY PROMISSORY NOTES, MAKE APPROPRIATE
ARRANGEMENTS SO THAT, UPON CANCELLATION AND SURRENDER TO THE BORROWER OF THE
PREVIOUSLY ISSUED PROMISSORY NOTES (IF ANY) HELD BY THE TRANSFEROR LENDER, NEW
PROMISSORY NOTES ISSUED HEREUNDER 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
PURCHASER, IN EACH CASE IN PRINCIPAL AMOUNTS REFLECTING THEIR RESPECTIVE
REVOLVING LOAN COMMITMENTS OR TERM LOAN COMMITMENTS (OR, IF THE REVOLVING LOAN
TERMINATION DATE OR TERM LOAN TERMINATION DATE HAS OCCURRED, THEIR RESPECTIVE
REVOLVING CREDIT OBLIGATIONS OR TERM LOAN CREDIT OBLIGATIONS), AS ADJUSTED
PURSUANT TO SUCH ASSIGNMENT.
(D)
THE REGISTER.
THE ADMINISTRATIVE AGENT,
ACTING SOLELY FOR THIS PURPOSE AS AN ADMINISTRATIVE AGENT OF THE BORROWER (AND
THE BORROWER HEREBY DESIGNATES THE ADMINISTRATIVE AGENT TO ACT IN SUCH
CAPACITY), SHALL MAINTAIN AT ONE OF ITS OFFICES IN CHICAGO, ILLINOIS A COPY OF
EACH ASSIGNMENT AND ASSUMPTION DELIVERED TO IT AND A REGISTER (THE "REGISTER")
FOR THE RECORDATION OF THE