PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR
THE EXERCISE OF ANY OTHER RIGHT, REMEDY, POWER OR PRIVILEGE.
THE RIGHTS,
REMEDIES, POWERS AND PRIVILEGES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE
OF ANY RIGHTS, REMEDIES, POWERS AND PRIVILEGES PROVIDED BY LAW.
11.4.
SURVIVAL.
ALL REPRESENTATIONS AND WARRANTIES MADE HEREUNDER, IN
THE OTHER LOAN DOCUMENTS AND IN ANY DOCUMENT, CERTIFICATE OR STATEMENT DELIVERED
PURSUANT HERETO OR IN CONNECTION HEREWITH SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE MAKING OF THE LOANS HEREUNDER UNTIL ALL
OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS HAVE BEEN PAID IN FULL
AND THE COMMITMENTS HEREUNDER HAVE BEEN TERMINATED.
THE AGREEMENTS IN
SUBSECTION 4.12 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT
OF THE NOTES AND ALL OTHER AMOUNTS PAYABLE HEREUNDER UNTIL THE EXPIRATION OF THE
APPLICABLE STATUTE OF LIMITATIONS FOR SUCH TAXES.
11.5.
PAYMENT OF EXPENSES AND TAXES.
THE BORROWER AGREES (A) TO PAY OR
REIMBURSE THE ADMINISTRATIVE AGENT FOR ALL ITS REASONABLE OUT-OF-POCKET COSTS
AND EXPENSES INCURRED IN CONNECTION WITH THE DEVELOPMENT, PREPARATION,
SYNDICATION AND EXECUTION OF, AND ANY AMENDMENT, SUPPLEMENT OR MODIFICATION TO,
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY OTHER DOCUMENTS PREPARED IN
CONNECTION HEREWITH OR THEREWITH, AND THE CONSUMMATION AND ADMINISTRATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING, WITHOUT LIMITATION, THE
REASONABLE FEES AND DISBURSEMENTS OF NEW YORK COUNSEL TO THE ADMINISTRATIVE
AGENT, (B) TO PAY OR REIMBURSE EACH LENDER AND ANY AGENT FOR ALL ITS COSTS AND
EXPENSES INCURRED DURING THE CONTINUANCE OF ANY DEFAULT OR EVENT OF DEFAULT IN
CONNECTION WITH THE ENFORCEMENT OR PRESERVATION OF ANY RIGHTS UNDER THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, INCLUDING,
WITHOUT LIMITATION, THE FEES AND DISBURSEMENTS OF COUNSEL TO EACH LENDER AND OF
COUNSEL TO THE AGENTS, (C) TO PAY, INDEMNIFY, AND HOLD HARMLESS EACH LENDER AND
THE AGENT FROM, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL
LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, OTHER TAXES,
IF ANY, WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE
TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF,
OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS AND ANY SUCH OTHER
76
DOCUMENTS, AND (D) TO PAY, INDEMNIFY, AND HOLD HARMLESS EACH LENDER AND THE
ADMINISTRATIVE AGENT FROM AND AGAINST ANY AND ALL OTHER LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE
EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS AND RELATED DOCUMENTS OR THE USE OF THE
PROCEEDS OF THE LOANS, INCLUDING, WITHOUT LIMITATION, ANY OF THE FOREGOING
RELATING TO THE VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY
ENVIRONMENTAL LAW APPLICABLE TO THE OPERATIONS OF THE BORROWER, ANY OF ITS
SUBSIDIARIES OR ANY OF THE PROPERTIES