AND THE LENDERS FROM AND AGAINST ANY AND ALL CLAIMS,
ACTIONS OR CAUSES OF ACTION AND SUITS WHETHER GROUNDLESS OR OTHERWISE, AND FROM
AND AGAINST ANY AND ALL LIABILITIES, LOSSES, SETTLEMENT PAYMENTS, OBLIGATIONS,
DAMAGES AND EXPENSES (INCLUDING LEGAL FEES AND DISBURSEMENTS) OF EVERY NATURE
AND CHARACTER ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR WHICH OTHERWISE ARISE IN CONNECTION
WITH THE FINANCING INCLUDING, WITHOUT LIMITATION EXCEPT TO THE EXTENT DIRECTLY
CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A LENDER OR THE AGENT OR
ANY OF THE AFOREMENTIONED INDEMNIFIED PARTIES (BUT SUCH LIMITATION ON
INDEMNIFICATION SHALL ONLY APPLY TO THE AGENT OR LENDER OR ANY OF THE
AFOREMENTIONED INDEMNIFIED PARTIES BEING GROSSLY NEGLIGENT OR COMMITTING WILLFUL
MISCONDUCT), (A) ANY ACTUAL OR PROPOSED USE BY THE BORROWER OF THE PROCEEDS OF
ANY OF THE LOANS, (B) ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT,
COPYRIGHT, TRADEMARK, SERVICE MARK OR SIMILAR RIGHT OF THE BORROWER OR ANY OF
THE GUARANTORS, (C) THE BORROWER OR ANY OF THE GUARANTORS ENTERING INTO OR
PERFORMING THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, (D) WITH RESPECT
TO THE BORROWER OR ANY OF THE GUARANTORS AND THEIR RESPECTIVE PROPERTIES, THE
VIOLATION OF ANY ENVIRONMENTAL LAW, THE RELEASE OR THREATENED RELEASE OF ANY
HAZARDOUS MATERIALS OR ANY ACTION, SUIT, PROCEEDING OR INVESTIGATION BROUGHT OR
THREATENED WITH RESPECT TO ANY HAZARDOUS MATERIALS (INCLUDING, BUT NOT LIMITED
TO CLAIMS WITH RESPECT TO WRONGFUL DEATH, PERSONAL INJURY OR DAMAGE TO
PROPERTY), (E) ANY COST, CLAIM LIABILITY, DAMAGE OR EXPENSE IN CONNECTION WITH
ANY HARM THE BORROWER OR ANY OF THE GUARANTORS MAY BE FOUND TO HAVE CAUSED IN
THE ROLE OF A BROKER, IN EACH CASE INCLUDING, WITHOUT LIMITATION, THE REASONABLE
FEES AND DISBURSEMENTS OF COUNSEL INCURRED IN CONNECTION WITH ANY SUCH
INVESTIGATION, LITIGATION OR OTHER PROCEEDING, OR (F) ANY INTEREST OF THE
LENDERS OR THE AGENT ARISING OUT OF OR AS A RESULT OF THE COLLATERAL OR THE
COLLATERAL DOCUMENTS, INCLUDING, BUT NOT LIMITED TO, INTERESTS OWNED OR HELD AS
SECURED PARTIES AND INTERESTS OWNED OR HELD AS A RESULT OF THE EXERCISE OF
REMEDIES UNDER THE LOAN DOCUMENTS.
IN LITIGATION, OR THE PREPARATION THEREFOR,
THE LENDERS AND THE AGENT SHALL EACH BE ENTITLED TO SELECT THEIR OWN SEPARATE
COUNSEL AND, IN ADDITION TO THE FOREGOING INDEMNITY, THE BORROWER AND EACH OF
THE GUARANTORS JOINTLY AND SEVERALLY AGREE TO PAY PROMPTLY THE REASONABLE FEES
AND EXPENSES OF SUCH COUNSEL.
IF, AND TO THE EXTENT THAT THE OBLIGATIONS OF THE
BORROWER OR ANY OF THE GUARANTORS UNDER THIS §16 ARE UNENFORCEABLE FOR ANY
REASON, THE BORROWER AND EACH OF THE GUARANTORS JOINTLY AND SEVERALLY 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 AND SHALL CONTINUE IN FULL FORCE AND EFFECT AS TO THE LENDERS