UNTIL SUCH TRANSFER IS
RECORDED ON THE REGISTER MAINTAINED BY ADMINISTRATIVE AGENT WITH RESPECT TO
OWNERSHIP OF SUCH LOANS AND PRIOR TO SUCH RECORDATION ALL AMOUNTS OWING TO THE
TRANSFEROR WITH RESPECT TO SUCH LOANS SHALL REMAIN OWING TO THE TRANSFEROR.
THE
REGISTRATION OF ASSIGNMENT OR TRANSFER OF ALL OR PART OF ANY LOANS SHALL BE
RECORDED BY ADMINISTRATIVE AGENT ON THE REGISTER ONLY UPON THE ACCEPTANCE BY
ADMINISTRATIVE AGENT OF A PROPERLY EXECUTED AND DELIVERED ASSIGNMENT AND
ASSUMPTION AGREEMENT PURSUANT TO SECTION 13.9(C).
COINCIDENT WITH THE DELIVERY
OF SUCH AN ASSIGNMENT AND ASSUMPTION AGREEMENT TO ADMINISTRATIVE AGENT FOR
ACCEPTANCE AND REGISTRATION OF ASSIGNMENT OR TRANSFER OF ALL OR PART OF A LOAN,
OR AS SOON THEREAFTER AS PRACTICABLE, THE ASSIGNING OR TRANSFEROR LENDER SHALL
SURRENDER THE NOTE (IF ANY) EVIDENCING SUCH LOAN, AND THEREUPON ONE OR MORE NEW
NOTES IN THE SAME AGGREGATE PRINCIPAL AMOUNT THEN OWING TO SUCH ASSIGNOR OR
TRANSFEROR LENDER SHALL BE ISSUED TO THE ASSIGNING OR TRANSFEROR LENDER AND/OR
THE NEW LENDER.
THE BORROWERS AGREE TO INDEMNIFY ADMINISTRATIVE AGENT FROM AND
AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES AND LIABILITIES OF WHATSOEVER NATURE
WHICH MAY BE IMPOSED ON, ASSERTED AGAINST OR INCURRED BY ADMINISTRATIVE AGENT
(OTHER THAN THOSE ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL NEGLIGENCE OF THE
ADMINISTRATIVE AGENT) IN PERFORMING ITS DUTIES UNDER THIS SECTION 13.14.
13.15
HEADINGS.
THE TABLE OF CONTENTS AND ARTICLE AND SECTION HEADINGS
USED IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
AFFECT THE CONSTRUCTION OF THIS AGREEMENT.
13.16
TERMINATION OF AGREEMENT.
THIS AGREEMENT SHALL TERMINATE WHEN THE
COMMITMENT OF EACH LENDER HAS TERMINATED AND ALL OUTSTANDING OBLIGATIONS AND
LOANS HAVE BEEN PAID IN FULL AND ALL LETTERS OF CREDIT HAVE EXPIRED OR BEEN
TERMINATED OR OTHERWISE HANDLED IN A MANNER SATISFACTORY TO THE ISSUER THEREOF;
PROVIDED, HOWEVER, THAT THE RIGHTS AND REMEDIES OF COLLATERAL AGENT,
ADMINISTRATIVE AGENT AND EACH LENDER WITH RESPECT TO ANY REPRESENTATION AND
WARRANTY MADE BY THE BORROWERS PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, AND THE INDEMNIFICATION AND EXPENSE REIMBURSEMENT PROVISIONS CONTAINED
IN THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, INCLUDING, WITHOUT LIMITATION,
SECTIONS 3.4, 3.5, AND 4.8, SHALL BE CONTINUING AND SHALL SURVIVE ANY
TERMINATION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
THE MORTGAGED
PROPERTY, THE COLLATERAL AND ANY OTHER COLLATERAL SECURITY FOR THE OBLIGATIONS
SHALL BE RELEASED FROM ANY SECURITY INTEREST OR LIEN CREATED BY THE LOAN
DOCUMENTS IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE SECURITY DOCUMENTS.
13.17
CONFIDENTIALITY.
EACH OF THE LENDERS SEVERALLY AGREES TO KEEP
CONFIDENTIAL ALL NON-PUBLIC INFORMATION PERTAINING TO ANY BORROWER AND ANY
SUBSIDIARIES OR AFFILIATES WHICH IS PROVIDED TO IT BY ANY SUCH PARTIES IN
ACCORDANCE WITH SUCH LENDER'S CUSTOMARY PROCEDURES FOR HANDLING CONFIDENTIAL
INFORMATION OF THIS NATURE AND IN A PRUDENT FASHION, AND SHALL NOT DISCLOSE SUCH
INFORMATION TO ANY PERSON EXCEPT:
134
(A)
TO THE EXTENT SUCH INFORMATION IS PUBLIC WHEN RECEIVED BY SUCH
LENDER OR BECOMES PUBLIC THEREAFTER DUE TO THE ACT OR OMISSION OF