PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR
ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS,
97
RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
Section 15.5
Survival.
All of the representations and warranties of the
Obligors contained in this Agreement and the other Loan Documents shall survive
the execution, delivery, and acceptance thereof by the parties, notwithstanding
any investigation by the Agent or the Lenders or their respective agents, and
shall terminate upon the repayment in full of the Obligations (other than
indemnities to which a claim has not been made and obligations pursuant to
Schedule 3.1-A and Schedule 3.1-B).
Solely to the extent related to the
obligations of the parties under Schedule 3.1-A and Schedule 3.1-B, the only
terms of this Agreement that will remain in full force and effect and will
survive the termination of the Commitments and the payment and satisfaction in
full of all Term Loans and all other Obligations (other than indemnities to
which a claim has not been made) are as follows:
Schedule 3.1-A and Schedule
3.1-B, Section 3.6, clauses (c)(i), (c)(iii) and (h) (solely as it relates to
the provisions of this Agreement set forth in this sentence being in full force
and effect in accordance with their terms) of Section 11.1, Section 13.1, the
last sentence of Section 13.2 and Sections 15.2, 15.3, 15.4, 15.6, 15.7, 15.9,
15.10, 15.12, 15.13, 15.14, 15.17, and 15.18.
Section 15.6
Fees and Expenses.
(A)
EACH OBLIGOR AGREES TO PAY TO THE AGENT AND EACH LENDER, ON DEMAND,
ALL REASONABLE AND DOCUMENTED OUT-OF-POCKET COSTS AND EXPENSES THAT THE AGENT OR
ANY LENDER PAYS OR INCURS IN CONNECTION WITH THE NEGOTIATION, PREPARATION,
CONSUMMATION, ADMINISTRATION, AND TERMINATION OF THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS AS FOLLOWS:
(I) ALL REASONABLE AND DOCUMENTED FEES,
EXPENSES, AND DISBURSEMENTS OF GIBSON, DUNN & CRUTCHER LLP AND OF ANY LAW FIRM
OR OTHER COUNSEL, IF ANY, (NOT TO EXCEED ONE SUCH FIRM OR COUNSEL) ENGAGED BY
THE AGENT IN CONNECTION WITH THE NEGOTIATION, PREPARATION AND EXECUTION OF THE
LOAN DOCUMENTS, INCLUDING ANY SUCH FEES, EXPENSES AND DISBURSEMENTS OF SUCH LAW
FIRM OR OTHER COUNSEL IN CONNECTION WITH THE CASE; (II) COSTS AND EXPENSES
(INCLUDING ATTORNEYS' AND PARALEGALS' FEES AND DISBURSEMENTS FOR ONE COUNSEL TO
THE AGENT AND LENDERS, TAKEN AS A WHOLE, BUT EXCLUDING ALLOCATED COSTS OF
IN-HOUSE COUNSEL) FOR ANY AMENDMENT, SUPPLEMENT, WAIVER, CONSENT, OR SUBSEQUENT
CLOSING IN CONNECTION WITH THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
THEREBY; (III) TAXES, FEES AND OTHER CHARGES FOR RECORDING MORTGAGES WITH
RESPECT TO THE PRIMARY PROPERTIES, FILING FINANCING STATEMENTS (TO THE EXTENT
PERMITTED BY THIS AGREEMENT) AND CONTINUATIONS, AND OTHER ACTIONS TO PERFECT,
PROTECT, AND CONTINUE THE AGENT'S LIENS (INCLUDING COSTS AND EXPENSES PAID OR
INCURRED BY THE AGENT IN CONNECTION WITH THE CONSUMMATION OF THIS AGREEMENT);
(IV) ACTUAL, OUT-OF-POCKET SUMS PAID OR INCURRED DURING THE EXISTENCE