THE SECOND TIER PARTNERS, ANY OF THE THIRD TIER PARTNERS, ANY
GUARANTOR OR ANY OF THE RESTRICTED
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SUBSIDIARIES OF A BORROWER COMPRISED IN THE COLLATERAL, (E) THE BORROWERS AND
THE GUARANTORS ENTERING INTO OR PERFORMING THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS, (F)ANY ACTUAL OR ALLEGED VIOLATION OF ANY LAW, ORDINANCE, CODE,
ORDER, RULE, REGULATION, APPROVAL, CONSENT, PERMIT OR LICENSE RELATING TO THE
MORTGAGED PROPERTY OR THE OTHER COLLATERAL WHICH VIOLATION FIRST OCCURRED PRIOR
TO THE AGENT OR THE LENDERS OR THEIR NOMINEE ACQUIRING TITLE TO THE MORTGAGED
PROPERTY OR APPLICABLE COLLATERAL BY THE EXERCISE OF ITS FORECLOSURE REMEDIES OR
BY DEED IN LIEU OF FORECLOSURE, (G) ANY USE OF SYNDTRAK, INTRALINKS OR OTHER
SERVICE FOR THE DISSEMINATION OF DOCUMENTS OR INFORMATION, OR (H) WITH RESPECT
TO EACH OF THE BORROWERS, EACH OF THE GENERAL PARTNERS, EACH OF THE SECOND TIER
PARTNERS, EACH OF THE THIRD TIER PARTNERS, EACH OF THE GUARANTORS AND THE
RESTRICTED SUBSIDIARIES OF EACH BORROWER AND THEIR RESPECTIVE PROPERTIES AND
ASSETS, THE VIOLATION OF ANY ENVIRONMENTAL LAW, THE RELEASE OR THREATENED
RELEASE OF ANY HAZARDOUS SUBSTANCES OR ANY ACTION, SUIT, PROCEEDING OR
INVESTIGATION BROUGHT OR THREATENED WITH RESPECT TO ANY HAZARDOUS SUBSTANCES
(INCLUDING, BUT NOT LIMITED TO CLAIMS WITH RESPECT TO WRONGFUL DEATH, PERSONAL
INJURY OR DAMAGE TO PROPERTY), FIRST OCCURRING PRIOR TO THE AGENT OR THE LENDERS
OR THEIR NOMINEE ACQUIRING TITLE TO THE MORTGAGED PROPERTY BY THE EXERCISE OF
ITS FORECLOSURE REMEDIES OR BY DEED IN LIEU OF FORECLOSURE, IN EACH CASE
INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL
AND ALLOCATED COSTS OF INTERNAL COUNSEL INCURRED IN CONNECTION WITH ANY SUCH
INVESTIGATION, LITIGATION OR OTHER PROCEEDING; PROVIDED, HOWEVER, THAT THE
BORROWERS SHALL NOT BE OBLIGATED UNDER THIS §16 TO INDEMNIFY ANY PERSON FOR
LIABILITIES ARISING FROM SUCH PERSON'S OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. IN LITIGATION, OR THE PREPARATION THEREFOR, THE LENDERS AND THE
AGENT SHALL BE ENTITLED TO SELECT A SINGLE LAW FIRM AS THEIR OWN COUNSEL AND, IN
ADDITION TO THE FOREGOING INDEMNITY, THE BORROWERS AGREE TO PAY PROMPTLY THE
REASONABLE FEES AND EXPENSES OF SUCH COUNSEL. IF, AND TO THE EXTENT THAT THE
OBLIGATIONS OF THE BORROWERS UNDER THIS §16 ARE UNENFORCEABLE FOR ANY REASON,
THE BORROWERS HEREBY AGREE TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT IN
SATISFACTION OF SUCH OBLIGATIONS WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. THE
PROVISIONS OF THIS §16 SHALL SURVIVE THE REPAYMENT OF THE LOANS AND THE
TERMINATION OF THE OBLIGATIONS OF THE LENDERS HEREUNDER. BORROWERS AGREE THAT
THE INDEMNIFICATION OF AGENT AND THE LENDERS BY BORROWERS SET FORTH IN THIS §16
INCLUDES INDEMNIFICATION IN THE EVENT OF ORDINARY NEGLIGENCE ON THE PART OF
AGENT AND THE LENDERS BUT DOES NOT INCLUDE INDEMNIFICATION OF
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AGENT AND THE LENDERS FOR AGENT'S OR SUCH LENDER'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, OR AGENT'S OR LENDER'S BREACH OF THE TERMS OF THE LOAN DOCUMENTS.
§17. SURVIVAL OF COVENANTS, ETC.
All covenants, agreements, representations and warranties made herein, in the
Notes, in